QUESTIONS & ANSWERS ABOUT THE MERGER

Q:         WHAT DO I NEED TO DO NOW?

A:         After carefully reading and considering the information contained in this joint proxy statement/prospectus,
           please complete and sign your proxy and return it in the enclosed return envelope as soon as possible, so
           that your shares may be represented at your special meeting of stockholders. If you sign and send in your
           proxy and do not indicate how you want to vote, we will count your proxy as a vote in favor of the proposals
           presented at the meeting.

Q:         IF MY SHARES ARE HELD IN "STREET NAME" BY MY BROKER, WILL MY BROKER VOTE MY SHARES FOR ME?

A:         Your broker will vote your shares only if you provide instructions on how to vote. You should follow the
           directions provided by your broker regarding how to instruct your broker to vote your shares. If you do not
           instruct your broker, your shares will not be voted.

Q:         CAN I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY?

A:         Yes. You can change your vote at any time before your proxy is voted at the special meeting. If you hold
           your shares in your own name, you can do this in one of three ways. First, you can send a written notice
           stating that you would like to revoke your proxy. Second, you can complete and submit a new proxy. If you
           choose either of these two methods, you must submit your notice of revocation or your new proxy to the
           Secretary of your company at the address set forth in the answer to the last question below. Third, you can
           attend your special meeting and vote in person. If you hold your shares in "street name," you should follow
           the directions provided by your broker regarding how to change your vote.

Q:         SHOULD ACC SHAREHOLDERS SEND IN THEIR STOCK CERTIFICATES NOW?

A:         No. After the merger is completed, ACC shareholders will receive written instructions for exchanging ACC
           stock certificates. Please do not send in your stock certificates with your proxy.

Q:         WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A:         We expect to complete the merger during the first calendar quarter of 2000.

Q:         WHO CAN HELP ANSWER MY QUESTIONS?

A:         If you have any questions about the merger or if you need additional copies of this joint proxy
           statement/prospectus or the enclosed proxy, you should contact:

ACC SHAREHOLDER CONTACT:
Attention: Kate Shuster

225 Long Avenue
Hillside, New Jersey
Telephone: (973) 282-2000

VTI STOCKHOLDER CONTACT:
Attention: Mitchell J. Freedman
3760 Calle Tecate, Suite A
Camarillo, California 93102

Telephone: (805) 482-8277

THE MERGER

The merger agreement is attached as Appendix A to this joint proxy statement/prospectus. We encourage you to read the merger agreement, as it, rather than this joint proxy statement/prospectus, is the legal document that governs the merger.

WHAT ACC SHAREHOLDERS WILL RECEIVE (SEE PAGE 37)

In the merger, ACC shareholders will receive 3.3 shares of VTI common stock for each share of ACC common stock that they own. If the VTI stockholders approve the 2 for 1 reverse split of the VTI common stock described in this joint proxy statement/prospectus, the exchange ratio will be adjusted accordingly to 1.65 to 1. ACC shareholders will receive cash for any fractional share which they would otherwise receive in the merger. All outstanding warrants and options to purchase ACC common stock will become exercisable for VTI common stock in accordance with the exchange ratio and their current terms and conditions.

OWNERSHIP OF VTI FOLLOWING THE MERGER

Based on the number, as of January 14, 2000, of outstanding shares of ACC common stock and outstanding warrants and options to purchase ACC common stock exercisable prior to the merger, we anticipate that ACC shareholders will receive approximately 30,331,950 shares of VTI common stock in the merger. Based on that number and on the number, as of January 14, 2000, of outstanding shares of VTI common stock and outstanding options and warrants to purchase VTI common stock which are exercisable prior to the merger, following the merger ACC shareholders will own approximately 72.8% of the outstanding shares of VTI common stock.

On a fully diluted basis, which assumes the exercise of all warrants and options, following the merger, ACC shareholders will own approximately 74.5% of the outstanding shares of VTI common stock.

INTERESTS OF ACC AND VTI DIRECTORS AND MANAGEMENT IN THE MERGER (SEE PAGE 33)

The directors and officers of ACC and VTI have interests in the merger that differ from those of stockholders generally.

CONDITIONS TO THE MERGER (SEE PAGE 41)

VTI and ACC are not obligated to complete the merger unless a number of conditions are satisfied. These conditions include the following:

o holders of the requisite majority of VTI common stock and ACC common stock must approve the merger agreement;

o all necessary government approvals must have been obtained;

o no court or administrative body will have issued or have pending an injunction or other order, decree or ruling that would prohibit or restrict the completion of the merger;

o no order suspending approval of this joint proxy statement/prospectus shall have been issued and no action, suit, proceeding or investigation by the SEC to suspend such approval shall have been initiated and be continuing, and all necessary approvals under state securities laws and the Securities Exchange Act of 1934 relating to the issuance of the common stock to the ACC shareholders in the merger shall have been received;

o ACC and VTI must have received opinions from Morrison & Foerster LLP and Burns & Levinson LLP that the merger will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code;

o the representations and warranties of VTI and ACC contained in the merger agreement must be true and correct in all material respects;

o both ACC and VTI must perform all of their obligations under the merger agreement in all material respects;

o each current member of VTI Board of Directors shall have submitted his resignation;

o the employment agreement of Franklin A. Reece III, with VTI shall have been terminated on terms reasonably acceptable to ACC;

o VTI shall have provided evidence reasonably acceptable to ACC that it has no debt or liabilities other than (i) current liabilities incurred in the ordinary course of business; (ii) as disclosed in VTI's most recent quarterly report on Form 10-Q; (iii) under VTI's senior bank facility or
(iv) as otherwise disclosed to ACC in writing;

o VTI shall have disposed of its USTeleCenters and Vermont Network Services Corporation subsidiaries in accordance with the merger agreement;

o ACC shall have received evidence satisfactory to it that a private placement of not less than $4,000,000 of equity securities (including the conversion of any outstanding debt securities of VTI into equity) of the surviving corporation of the merger, on terms acceptable to ACC, shall close immediately following consummation of the merger;

o ACC shall have received evidence satisfactory to it that those noteholders who provided subordinated debt to VTI pursuant to a subordinated loan and security agreement dated November 17, 1999 have agreed to forbear payments on such subordinated debt until its scheduled maturity date of June 30, 2000;

o ACC shall have received lock-up agreements from each of each of Franklin
A. Reece, III, William Shea and Paul O'Brien;

o the ACC and VTI voting shall agreements have been observed and continue to be in full force and effect;

o ACC shall have received executed copies of the escrow agreement from each of Franklin A. Reece, III, William Shea and Paul O'Brien and VTI;

o the shares of VTI common stock to be issued to ACC shareholders under the merger agreement shall have been approved for listing on the Nasdaq National Market, subject only to official notice of issuance;

o ACC shall have received a written opinion of an investment banking firm to the effect that the financial terms of the merger are fair from a financial point of view to ACC and its shareholders; and

o VTI shall have received a written opinion of H.C. Wainwright & Co., Inc., or another investment banking firm, to the effect that the financial terms of the merger are fair from a financial point of view to VTI and its stockholders.

TERMINATION OF THE MERGER AGREEMENT (SEE PAGE 43)

VTI and ACC can jointly agree to terminate the merger agreement at any time. Either VTI or ACC can individually terminate the merger agreement before its completion under the following circumstances:

o the merger is not completed by February 29, 2000 (unless VTI and ACC agree to extend the date);

o in accordance with termination rights specifically provided in the merger agreement;

o in the event that any condition precedent to the closing of the merger has not been or cannot be satisfied within the time periods (including any grace or cure periods) and in the manner provided in the merger agreement; and

o in the event that the other party breaches in some material respect a representation, warranty or covenant contained in the merger agreement and such party fails to cure or demonstrate an ability to cure such breach within 15 days.

TERMINATION FEES (SEE PAGE 43)

VTI must pay ACC a termination fee of $1 million if VTI terminates the merger agreement because VTI or any of its directors or officers participates in discussions with third parties regarding takeover proposals or other business transactions in material breach of the merger agreement, and VTI enters into a definitive agreement with respect to a takeover proposal within nine months following the termination.

REGULATORY APPROVALS

The merger is not subject to the terms of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and related rules. However, the merger cannot be completed until all authorizations specified in the merger agreement and all other authorizations required in connection with the execution and delivery of the merger agreement and the performance of the obligations thereunder have been made or obtained, except for those authorizations where the failure to have obtained the same could not reasonably be expected to have a material adverse effect on ACC or VTI.

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER (SEE
PAGE 35)

The merger is intended to qualify as a reorganization within the meaning of the Internal Revenue Code. It is a condition to the merger that each of VTI and ACC receive an opinion from their legal counsel stating that the merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of the Internal Revenue Code. Assuming that the merger qualifies as a reorganization within the meaning of the Internal Revenue Code, holders of ACC common stock will generally not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their ACC common stock for VTI common stock in the merger, except for cash received instead of fractional shares of VTI common stock.

TAX MATTERS ARE VERY COMPLICATED AND THE TAX CONSEQUENCES OF THE MERGER TO YOU WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS FOR A FULL UNDERSTANDING OF THE TAX CONSEQUENCES OF THE MERGER TO YOU.

FAIRNESS OPINIONS OF FINANCIAL ADVISORS (SEE PAGES 26 AND 30)

As a condition precedent to the closing of the merger agreement, VTI must receive a written opinion from H.C. Wainwright & Co., Inc., its financial advisor, that the financial terms of the merger are fair from a financial point of view to VTI and its shareholders. On January 20, 2000, H.C. Wainwright delivered to the VTI board of directors its opinion that, as of that date, the exchange ratio was fair to VTI and its stockholders, other than ACC and its affiliates, from a financial point of view. The full text of this opinion is attached as Appendix B to this joint proxy statement/prospectus. The opinion of H.C. Wainwright does not constitute a recommendation as to how any VTI stockholder should vote on the proposals related to the merger.

As a condition precedent to the closing of the merger agreement, ACC must receive a written opinion from an investment banking firm that the financial terms of the merger are fair from a financial point of view to ACC and its shareholders. On January 19, 2000, ACC's financial advisor, Alterity Partners LLC, delivered to the ACC board of directors its opinion that, as of that date, the exchange ratio was fair to ACC and its shareholders, other than VTI and its affiliates, from a financial point of view. The full text of this opinion is attached as Appendix C to this joint proxy statement/prospectus. The opinion of Alterity Partners does not constitute a recommendation as to how any ACC shareholder should vote on the proposals related to the merger.

We urge the VTI stockholders and the ACC shareholders to read these opinions carefully and in their entirety.

THE VOTING AGREEMENTS

VTI stockholders have signed voting agreements in which they have agreed to vote shares representing approximately 17.3% of the outstanding VTI common stock in favor of the merger and related proposals. They have also agreed to hold their shares until the merger closes or the merger agreement is terminated.

Richard Reiss, president and chief executive officer of ACC, has signed a voting agreement in which he has agreed to vote shares representing approximately 40.4% of the outstanding ACC common stock in favor of the merger and the related transactions. He has also agreed to hold his shares until the merger closes or the merger agreement is terminated.

The forms of the voting agreements are appended to this joint proxy statement/prospectus as Appendices F and G.

APPRAISAL RIGHTS (SEE PAGE 34)

Neither ACC nor VTI stockholders are entitled under New Jersey or Delaware law to appraisal rights with respect to the merger.

EXPENSES

Each of VTI and ACC will bear all expenses it incurs in connection with the merger, except that VTI and ACC will share equally the costs of filing with the Securities and Exchange Commission the registration statement of which this joint proxy statement/prospectus is a part and printing and mailing this joint proxy statement/prospectus.

RISKS RELATED TO THE MERGER

ACC MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE VTI AND ACHIEVE THE BENEFITS

EXPECTED TO RESULT FROM THE MERGER.

Although VTI is technically the surviving corporation of the merger, ACC is effectively acquiring VTI and will be responsible for the combined company following the merger. The merger will present challenges to management, including the integration of the operations, technologies and personnel of VTI and ACC, and special risks, including possible unanticipated liabilities, unanticipated integration costs and diversion of management attention.

We cannot assure you that ACC will successfully integrate or profitably manage VTI's businesses. In addition, we cannot assure you that, following the transaction, our business will achieve sales levels, profitability, efficiencies or synergies that justify the merger or that the merger will result in increased earnings for the combined companies in any future period. The combined company will also incur material charges related to the amortization of goodwill arising from the merger. Also, the combined company may experience slower rates of growth as compared to historical rates of growth of VTI and ACC independently.

BECAUSE THE EXCHANGE RATIO IN THE MERGER IS FIXED, STOCKHOLDERS OF VTI AND ACC ARE EXPOSED TO THE RISK THAT THE MARKET PRICE OF THE OTHER COMPANY'S STOCK WILL DROP.

Under the merger agreement, each share of ACC common stock will convert into the right to receive 3.3 shares of VTI common stock. Although the exchange ratio will be adjusted to 1.65 to 1 if the VTI stockholders approve the 2 for 1 reverse stock split described in this joint proxy statement/prospectus, the exchange ratio will not be adjusted if the price of VTI common stock or ACC common stock increases or decreases. The prices of VTI common stock and ACC common stock at the closing of the merger may vary from their prices on the date of this joint proxy statement/prospectus and on the date of each special meeting.

o These prices may vary because of changes in the business, operations or prospects of VTI or ACC, market assessments of the likelihood that the merger will be completed, the timing of the completion of the merger, the prospects of post-merger operations, regulatory considerations, general market and economic conditions and other factors.

o Because the date that the merger is completed may be later than the date of the special meeting, the prices of VTI common stock and ACC common stock on the date of the special meetings may not be indicative of their respective prices on the date the merger is completed.

o We urge ACC shareholders and VTI stockholders to obtain current market quotations for VTI common stock and ACC common stock, and to be aware that the relative prices of VTI and ACC common stock may change dramatically after the special meetings.

GENERAL UNCERTAINTY RELATED TO THE MERGER COULD NEGATIVELY IMPACT THE COMBINED COMPANY.

VTI's or ACC's customers may, in response to the announcement of the merger, delay or defer purchasing decisions. Any delay or deferral in purchasing decisions by VTI's or ACC's customers could harm the business of the combined company. Similarly, VTI and ACC employees may experience uncertainty about their future role with the combined company until or after strategies with regard to the combined company are announced or executed. This may adversely affect the combined company's ability to attract and retain key management, marketing and technical personnel.

RISKS RELATED TO THE COMBINED BUSINESS OF VTI AND ACC

WIRE ONE'S FUTURE SUCCESS IS DEPENDENT ON THE CONTINUED EMPLOYMENT OF RICHARD REISS.

Wire One's success will be highly dependent on the experience and continued employment of Richard Reiss, chairman of the board, chief executive officer and president of Wire One immediately following consummation of the merger, the loss of whose services would have a material adverse effect on Wire One's business. ACC has entered into an employment agreement with Mr. Reiss, which agreement expires on December 31, 2002 and may be terminated by Mr. Reiss upon 90 days' prior written notice without penalty, subject to a one-year non-compete clause.

THE LOSS OF OUR PROFESSIONALS WOULD MAKE IT DIFFICULT TO COMPLETE EXISTING PROJECTS AND BID FOR NEW PROJECTS, WHICH COULD ADVERSELY AFFECT OUR BUSINESSES AND RESULTS OF OPERATIONS.

VTI's and ACC's businesses are labor intensive, and our success depends on identifying, hiring, training and retaining professionals. If a significant number of our current employees or any of our senior managers or key project managers leave, we may be unable to complete or retain existing projects or bid for new projects of similar scope and revenue. Even if we retain our current employees, our management must continually recruit talented professionals in order for our business to grow. These professionals must have skills in business strategy, marketing, branding, technology and creative design. We compete intensely with our competitors and others for qualified personnel. If we cannot attract, motivate and retain qualified professionals, our business and results of operations could suffer material harm.

WIRE ONE'S STOCK PRICE MAY BE VOLATILE DUE TO FACTORS OUTSIDE OF ITS CONTROL.

Wire One's stock price could fluctuate due to the following factors, among others:

o announcements of operating results and business conditions by our customers;

o announcements by our competitors relating to new customers or technological innovations or new services;

o economic developments in the telecommunications or multimedia industries as a whole;

o political and economic developments in countries in which we have operations; and

o general market conditions.

ACC HAS HISTORICALLY GENERATED A LARGE PART OF ITS REVENUES FROM A SMALL NUMBER OF CUSTOMERS.

ACC has historically generated a significant portion of its revenues from a small number of customers. For example, for the nine months ended September 30, 1999, Universal Health Services ("UHS") accounted for approximately 15% of ACC's revenues while for the year ended December 31, 1998, UHS accounted for approximately 11% of ACC's revenues. Further, for the year ended December 31, 1998, Cendant Corp. ("Cendant") accounted for approximately 12% of ACC's revenues and in the year ended December 31, 1997, Cendant accounted for approximately 15% of ACC's revenues.

These customers may not sustain the volume of work performed for them from year to year, and there is a risk that these customers may not retain us in the future. Any cancellation, deferral or significant reduction in work performed for these customers or a significant number of smaller customers could materially harm our business, financial condition, results of operations and cash flows.

ACC HAS A LIMITED HISTORY OF PROFITABLE OPERATIONS AND VTI HAS BEEN EXPERIENCING LOSSES.

ACC reported moderate losses in the second half of 1997 and 1998. However, ACC began reporting profits in the second half of 1999. While VTI reported moderate profits in 1997, it reported a loss from continuing operations of $4,325,690 for the year ended December 31, 1998 and a loss from continuing

operations of $1,478,393 for the nine months ended September 30, 1999. We cannot assure you that the combined company will achieve revenue growth or profitability or generate positive cash flow on a quarterly or annual basis in the future, or at all.

A DECREASE IN THE NUMBER AND/OR SIZE OF OUR PROJECTS MAY CAUSE OUR RESULTS TO FALL SHORT OF INVESTORS' EXPECTATIONS AND ADVERSELY AFFECT THE PRICE OF WIRE ONE COMMON STOCK.

A high percentage of our expenses, including those related to employee compensation and equipment, are relatively fixed. If the number or average size of our projects decreases in any quarter, then our revenues and operating results may also decrease. If our operating results fall short of investors' expectations, the trading price of Wire One common stock could decrease materially, even if the quarterly results do not represent any longer-term problems.

WE MAY BE UNABLE TO IMPLEMENT OUR ACQUISITION GROWTH STRATEGY, WHICH COULD HARM OUR BUSINESS AND COMPETITIVE POSITION IN THE INDUSTRY.

Our business strategy includes making strategic acquisitions of other video conferencing companies. Our continued growth will depend on our ability to identify and acquire companies that complement or enhance our business on acceptable terms. We may not be able to identify or complete future acquisitions or realize the anticipated results of future acquisitions. Some of the risks that we may encounter in implementing our acquisition growth strategy include:

o expenses and difficulties in identifying potential targets and the costs associated with incomplete acquisitions;

o higher prices for acquired companies because of greater competition for attractive acquisition targets;

o expenses, delays and difficulties of integrating the acquired company into our existing organization;

o greater impact of the goodwill of acquired companies on our results of operations when pooling of interests accounting for acquisitions is eliminated;

o dilution of the interest of existing stockholders if we sell stock to the public to raise cash for acquisitions;

o diversion of management's attention;

o expenses of amortizing the acquired companies' intangible assets;

o impact on our financial condition due to the timing of the acquisition; and

o expense of any undisclosed or potential legal liabilities of the acquired company.

If realized, any of these risks could have a material adverse effect on our business, results of operations, financial condition and cash flows.

OUR CONTINUED GROWTH MAY FURTHER STRAIN OUR RESOURCES, WHICH COULD HURT OUR BUSINESS AND RESULTS OF OPERATIONS.

A key part of our strategy is to grow, both by hiring more personnel and by acquiring companies, which may continue to strain our managerial and operational resources. We cannot assure you that our managers will be able to manage our growth effectively. To manage future growth, our management must continue to improve our operational and financial systems, procedures and controls and expand, train, retain and manage our employee base. If our systems, procedures and controls are inadequate to support our operations, our expansion would halt, and we could lose our opportunity to gain significant market share. Any inability to manage growth effectively could materially harm our business, results of operations and financial condition.

WE COMPETE IN A HIGHLY COMPETITIVE MARKET.

The video communications industry is highly competitive. ACC and VTI compete with, and Wire One will compete with, manufacturers of video communications equipment, which include PictureTel, VTEL Corporation and Lucent Technologies, and their networks of dealers and distributors, telecommunications carriers and other large corporations, as well as other independent distributors. Other telecommunications carriers and other corporations that have entered into the video communications market include AT&T, MCI, some of the Regional Bell Operating Companies ("RBOC's"), Minnesota Mining & Manufacturing Corporation, Intel Corporation, Microsoft, Inc., Sony Corporation and British Telecom. Many of these organizations have substantially greater financial and other resources than Wire One, furnish many of the

same products and services provided by ACC and VTI and to be provided by Wire One, and have established relationships with major corporate customers that have policies of purchasing directly from them. We believe that as the demand for video communications systems continues to increase, additional competitors, many of which may have greater resources than Wire One, may continue to enter the video communications market.

WE WILL BE SUBJECT TO THE RISKS ASSOCIATED WITH THE CONDUCT OF BUSINESS IN FOREIGN MARKETS.

A portion of the our revenues will be derived from sales in foreign markets. Accordingly, we will be subject to all of the risks associated with foreign trade, which could have a material adverse effect on our operating margins and results of operations. These risks include:

o shipping delays

o increased credit risks

o trade restrictions

o export duties and tariffs

o fluctuations in the exchange rates of foreign currency

o international, political, regulatory and economic developments

We intend to expand our sales and marketing activities in foreign markets by, among other ways, seeking to establish relationships with foreign governmental agencies which typically operate telecommunications networks. To the extent that we are able to successfully expand sales of our products in foreign markets, we will become increasingly subject to foreign political and economic factors beyond our control, including governmentally imposed moratoriums on new business development as a result of budgetary constraints or otherwise, which could have a materially adverse effect on the our business. We also anticipate that the expansion of foreign operations will require us to devote significant resources to system installation, training and service.

THE CONVERSION TO THE EURO MAY ADVERSELY AFFECT OUR BUSINESS IN EUROPE.

Because ACC does business in Europe, we face risks as a result of the conversion by some of the European Union member states of their currencies to the euro. The conversion process commenced on January 1, 1999. The conversion rates between the member states' currencies and the euro are fixed by the Council of the European Union. We are unsure whether the conversion to the euro will harm our business, but potential risks include the costs of modifying our information systems and changes in the conduct of business and in the principal European markets for our products and services.

WIRE ONE'S ANTI-TAKEOVER DEFENSE PROVISIONS MAY DETER POTENTIAL ACQUIRORS OF WIRE ONE AND MAY DEPRESS ITS STOCK PRICE.

Wire One's certificate of incorporation and bylaws contain provisions that could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, control of Wire One. These provisions provide for a classified board of directors and allow Wire One to issue preferred stock with rights senior to those of its common stock and impose various procedural and other requirements that could make it more difficult for Wire One stockholders to effect corporate actions.

THE SPECIAL MEETING OF VTI

DATE; TIME; PLACE

The special meeting of VTI stockholders will be held at 8:30 a.m. on , 2000 at the offices of Burns & Levinson LLP, 125 Summer Street, Boston, Massachusetts 02110.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the special meeting VTI stockholders will be asked to vote on six proposals:

1. To approve the merger agreement between VTI and ACC;

2. To approve the issuance of shares of VTI common stock to the shareholders of ACC in the merger of ACC with VTI. Under the merger agreement, each outstanding share of ACC common stock will convert into the right to receive 3.3 shares of VTI common stock;

3. To approve an amendment to VTI's Certificate of Incorporation to provide for a 2 to 1 reverse stock split of the outstanding common stock, which approval will cause the exchange ratio to be adjusted accordingly to 1.65 to 1;

4. To approve an amended and restated Certificate of Incorporation increasing the number of authorized shares of common stock by 80 million shares to 100 million shares, to enable us to consummate the merger and to provide additional shares for use in acquisitions and for other purposes;

5. To approve amended and restated bylaws; and

6. To approve an amendment to VTI's certificate of incorporation to change its corporate name to "Wire One Technologies, Inc." immediately following consummation of the merger.

Under the merger agreement, ACC will be merged with and into VTI. These proposals must each be approved for the transaction to be completed. For additional information about the terms of the merger, please refer to "The Merger Agreement" on page 37.

REVOCABILITY OF PROXIES

You may revoke a proxy at any time before it is voted by filing with the Secretary of VTI an instrument revoking the proxy. VTI stockholders should make such filing to the attention of Mitchell J. Freedman, Secretary, VTI, 3760 Calle Tecate, Suite A, Camarillo, California 93102. You may also revoke a proxy at any time before it is voted by returning a duly executed proxy bearing a later date or by attending the special meeting and voting in person. Your attendance at the special meeting will not by itself constitute revocation of a proxy.

RECORD DATE; STOCK ENTITLED TO VOTE; QUORUM

The record date for the determination of the stockholders entitled to vote at the special meeting is the close of business on January 11, 2000. On the record date, 7,921,735 shares of VTI common stock were issued and outstanding and held by approximately 155 holders of record. A quorum is present at the special meeting if a majority of the shares of VTI common stock issued and outstanding and entitled to vote on the record date are represented in person or by proxy. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies. Holders of record of VTI common stock on the record date are entitled to one vote per share at the special meeting on each of the proposals.

VOTING PROCEDURES

To approve these proposals, a majority of the outstanding shares must be voted in favor.

All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted "for" adoption of the proposals.

Shares of VTI common stock represented at the special meeting but not voting, including shares of VTI common stock for which proxies have been received but for which holders of shares have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Only shares affirmatively voted for a proposal, including properly executed proxies that do not contain voting instructions, will be counted as favorable votes for that proposal. Brokers who hold shares of VTI common stock in street name for customers who are the beneficial owners of such shares may not give a proxy to vote those customers' shares in the absence of specific instructions from those customers. These non-voted shares are referred to as broker non-votes and have the effect of votes against adoption of the proposals.

The persons named as proxies by a stockholder may propose and vote for one or more adjournments of the special meeting, including adjournments to permit further solicitations of proxies. No proxy voted against the proposals will be voted in favor of any such adjournment or postponement.

VTI does not expect that any matter other than the proposals described in this joint proxy statement/prospectus will be brought before the special meeting. If, however, other matters are properly brought before the special meeting, the persons named as proxies will vote in accordance with their judgment.

SOLICITATION OF PROXIES

VTI will bear the cost of the solicitation of proxies from its stockholders. In addition to solicitation by mail, the directors, officers and employees of VTI and its subsidiaries may solicit proxies from stockholders by telephone or other electronic means or in person. VTI will cause brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of stock held of record by such persons. VTI will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so.

VTI VOTING AGREEMENTS

As a condition to signing the merger agreement, ACC required VTI stockholders William Shea, Franklin A. Reece, III and Paul O'Brien to enter into separate agreements to vote their shares representing approximately 17.3% of the outstanding VTI common stock in favor of the merger and the transactions specifically contemplated in the merger agreement. The VTI voting agreements will terminate if the merger is terminated in accordance with its terms.

The form of VTI Voting Agreement is attached to this joint proxy statement/prospectus as Appendix F.

THE SPECIAL MEETING OF ACC

DATE; TIME; PLACE

The special meeting of ACC shareholders will be held at 8:30 a.m. on , 2000 at the offices of Morrison & Foerster LLP, 1290 Avenue of the Americas, New York, New York 10104.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

ACC shareholders will be asked to vote to approve the merger agreement and to approve an amendment to the certificate of incorporation of the surviving corporation to change its corporate name to "Wire One Technologies, Inc." immediately following consummation of the merger. Pursuant to the merger agreement, ACC will be merged with and into VTI. Under the merger agreement, each outstanding share of ACC common stock will convert into the right to receive 3.3 shares of VTI common stock. If the VTI stockholders approve the 2 for 1 reverse split of the VTI common stock described in this joint proxy statement/prospectus, the exchange ratio will be adjusted accordingly to 1.65 to 1.

REVOCABILITY OF PROXIES

You may revoke a proxy at any time before it is voted by filing with the Secretary of ACC an instrument revoking the proxy. ACC shareholders should make such filing to the attention of Andrea Grasso, Secretary, ACC, 225 Long Avenue, Hillside, New Jersey 07205. You may also revoke a proxy at any time before it is voted by returning a duly executed proxy bearing a later date or by attending the special meeting and voting in person. Your attendance at the special meeting will not by itself constitute revocation of a proxy.

RECORD DATE; STOCK ENTITLED TO VOTE; QUORUM

The record date for the determination of shareholders entitled to vote at the special meeting is the close of business on January 11, 2000. On the record date, 4,910,000, shares of ACC common stock were issued and outstanding and held by approximately 46 holders of record. A quorum is present at the special meeting if a majority of the shares of ACC common stock issued and outstanding and entitled to vote on the record date are represented in person or by proxy. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies. Holders of record of ACC common stock on the record date are entitled to one vote per share at the special meeting on the proposal to approve the merger agreement.

VOTING PROCEDURES

To approve the merger agreement, a majority of the shares issued and outstanding must be voted in favor of the merger agreement. Only shares affirmatively voted for approval of the merger agreement, including properly executed proxies that do not contain voting instructions, will be counted as favorable votes for that proposal. IF AN ACC SHAREHOLDER ABSTAINS FROM VOTING OR DOES NOT VOTE, EITHER IN PERSON OR BY PROXY, IT WILL HAVE THE EFFECT OF A VOTE AGAINST APPROVAL OF THE MERGER AGREEMENT.

All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by their holders. Properly executed proxies that do not contain voting instructions will be voted "for" approval of the merger agreement.

Shares of ACC common stock represented at the special meeting but not voting, including shares of ACC common stock for which proxies have been received but for which holders of shares have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Brokers who hold shares of ACC common stock in street name for customers who are the beneficial owners of such shares may not give a proxy to vote those customers' shares in the absence of specific instructions from those customers. These non-voted shares are referred to as broker non-votes and have the effect of votes against approval of the merger agreement.

The persons named as proxies by a stockholder may propose and vote for one or more adjournments of the special meeting, including adjournments to permit further solicitations of proxies. No proxy voted against approval of the merger agreement will be voted in favor of any such adjournment or postponement.

ACC does not expect that any matter other than the proposals to approve the merger agreement and the name change described in this joint proxy statement/prospectus will be brought before the special meeting. If, however, other matters are properly brought before the special meeting, the persons named as proxies will vote in accordance with their judgment.

SOLICITATION OF PROXIES

ACC will bear the cost of the solicitation of proxies from its shareholders. In addition to solicitation by mail, the directors, officers and employees of ACC and its subsidiaries may solicit proxies from shareholders by telephone or other electronic means or in person. ACC will cause brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of stock held of record by such persons. ACC will reimburse such custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses in doing so.

ACC SHAREHOLDERS SHOULD NOT SEND STOCK CERTIFICATES WITH THEIR PROXIES. A transmittal form with instructions for the surrender of ACC common stock certificates will be mailed to ACC shareholders as soon as practicable after completion of the merger.

ACC VOTING AGREEMENT

As a condition to signing the merger agreement, VTI required Richard Reiss, president and chief executive officer of ACC, to agree to vote his shares representing approximately 40.4% of the outstanding ACC common stock in favor of the merger and related transactions. He has signed a voting agreement in which he agrees to hold his shares until the merger is completed or the merger agreement is terminated, and to vote his shares in favor of the merger and the related transactions.

The form of ACC Voting Agreement is attached to this joint proxy statement/prospectus as Appendix G.

THE MERGER

This section summarizes the material terms of the proposed merger. It is qualified in its entirety by reference to the merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus. You are urged to read the merger agreement.

The merger agreement provides that the merger will be consummated if the approvals of the ACC shareholders and the VTI stockholders are obtained and all other conditions to the merger are satisfied or waived as provided in the merger agreement. On completion of the merger, each outstanding share of ACC common stock will be converted into the right to receive 3.3 shares of fully paid and nonassessable VTI common stock, $.0001 par value per share. The number 3.3 is referred to as the "exchange ratio." If the VTI stockholders approve the 2 for 1 reverse split of the VTI common stock described in this joint proxy statement/prospectus, the exchange ratio will be adjusted accordingly to 1.65 to
1. Each ACC shareholder will receive cash in lieu of any remaining fractional shares.

Based on the number of currently outstanding shares of ACC common stock and VTI common stock as of January 11, 2000, assuming that all outstanding ACC and VTI options and warrants are exercised, the shareholders of ACC will own approximately 74.5% of the outstanding common stock of VTI following consummation of the merger. That percentage could change depending on whether and to what extent shares of VTI common stock and ACC common stock are issued on exercise of outstanding VTI or ACC stock options or warrants.

BACKGROUND OF THE MERGER

ACC and VTI have been generally familiar with each other's services since 1995, because both companies operate in the videoconferencing industry.

In June 1998, Richard Reiss, ACC's President and Chief Executive Officer, and Scott Tansey, ACC's Chief Financial Officer, met with Herb Mayer, Managing Director, and Jason Ader, Analyst, of H.C. Wainwright ("HCW") to explore opportunities for a possible acquisition. A discussion of a possible business combination with VTI was discussed at the meeting, which took place in Hillside, NJ at ACC's home office.

In July 1998, representatives of ACC, including Mr. Reiss, Dean Hiltzik, a consultant to ACC, and John Aneralla of Buttonwood Advisory Group, ACC's then investor relations firm, met with representatives of HCW in Boston to discuss potential financing alternatives and the possibility of ACC engaging HCW for financial, merger and acquisitions advisory services and other investment banking services. ACC subsequently engaged HCW as its exclusive financial advisor under an engagement letter dated July 16, 1998.

In July 1998, subsequent to the meeting in Boston, ACC continued periodic discussions with HCW with respect to future financing options and a potential business combination with VTI.

In August 1998, representatives of HCW, including Messrs. Mayer, Ader and Kevin Quinn arranged and attended a meeting between representatives of ACC, including Messrs. Reiss, Tansey and Hiltzik, and representatives of VTI, including Franklin Reece, William Shea and Ali Inanilan in Boston. At the meeting, the two companies explored a potential business combination and financing options. After the meeting, the parties exchanged preliminary due diligence materials to further explore a possible business combination.

In September 1998, VTI informed HCW that it was not interested in exploring a business combination with ACC and HCW communicated this information to ACC.

In November 1998, ACC terminated the engagement of HCW as its financial advisor.

In July 1999, VTI engaged HCW as its exclusive financial advisor under an engagement letter dated July 8, 1999.

In October 1999, Mr. Ader of HCW contacted Mr. Reiss of ACC and suggested that Mr. Reiss call Jason Adelman, a new HCW investment banker, about a potential business combination with either Video Lab, Inc. or VTI. Mr. Reiss subsequently met with Messrs. Adelman, Ader and Brian Wright of HCW and agreed to investigate a potential business combination with either Video Lab or VTI.

In early November 1999, representatives of ACC, including Messrs. Reiss, Tansey and Hiltzik, met with Mr. Adelman at HCW's New York office and discussed the structure of a possible business combination between ACC and VTI. After this meeting, Mr. Reiss and other members of ACC's senior management team and Michael J.W. Rennock of Morrison & Foerster LLP, counsel to ACC, met with Douglas Hopkins and other members of VTI management and Mr. Adelman of HCW at VTI's executive offices in Camarillo, CA to discuss a possible business combination and to conduct due diligence.

On November 22, 1999, the board of directors of ACC met. Mr. Reiss updated the board on the status of the meetings and preliminary due diligence conducted with respect to VTI. The board of directors authorized the continued negotiation and exploration of a business combination with VTI.

Subsequent to the board meeting, Morrison & Foerster delivered to Burns & Levinson LLP, counsel to VTI, a draft letter of intent outlining the terms for a business combination between ACC and VTI. From November 17 to December 2, 1999, the parties negotiated the terms of the letter of intent, and on December 2, 1999, the parties executed a definitive letter of intent providing for the merger of VTI and ACC whereby each share of ACC common stock would be exchanged for 2.9 shares of VTI common stock.

On December 10, 1999, Morrison & Foerster delivered to Burns & Levinson a draft of a proposed Agreement and Plan of Merger and related documents.

From December 2, 1999 to December 27, 1999, representatives from ACC and VTI completed their due diligence investigations and, beginning on December 11, 1999, negotiated the definitive merger agreement and the ancillary documentation. Based on the results of the due diligence investigation, the exchange ratio was increased such that the ACC shareholders would be entitled to 3.3 shares of VTI common stock for each of their shares of ACC common stock upon consummation of the merger.

Between December 13, 1999 and December 26, 1999, representatives of ACC's management team met with their VTI counterparts for the purpose of resolving open issues and concluding the negotiation of the definitive merger agreement and ancillary documentation.

On the afternoon of December 20, 1999, the ACC board met in a special meeting attended by representatives of Morrison & Foerster. Mr. Reiss updated the board on the status of the negotiations. Mr. Rennock then briefed the board on the legal process relating to the merger, and delivered a summary and analysis of the proposed principal terms of the merger agreement and the related documents. The ACC board considered the rationale for the proposed transaction including the reasons summarized below in "Joint Reasons for the Merger" and "ACC's Reasons for the Merger." In addition, the board discussed the risks of combining the two businesses, including the possible adverse market response to the announcement of the merger and other risks and factors described above under "Risk Factors." The ACC board concluded that the transaction was fair to, and in the best interests of, ACC and its stockholders and all board members present voted to approve the transaction and authorized the execution and delivery of the merger agreement and the related documentation.

From December 20, 1999 through December 26, 1999, representatives of ACC and VTI resolved the remaining issues in the merger agreement and ancillary documentation and continued to negotiate the remaining unresolved issues.

On the afternoon of December 23, 1999, the VTI board met in a special meeting attended by a representative of Burns & Levinson. The VTI board considered the rationale for the proposed transaction including the reasons summarized below in "Joint Reasons for the Merger" and "VTI's Reasons for the Merger." In addition, the board discussed the risks of combining the two businesses, including the possible adverse market response to the announcement of the merger and other risks and factors described above under "Risk Factors." The VTI board concluded that the transaction was fair to, and in the best interests of, VTI and its stockholders and voted to approve the transaction and authorized the execution and delivery of the merger agreement and the related documents.

ACC and VTI signed the merger agreement in the late afternoon of December 27, 1999, and ACC issued a press release announcing the execution of the agreement the following morning.

On the morning of January 19, 2000, the ACC Board met in a special meeting attended by Sean McDevitt of Alterity Partners and representatives of Morrison and Foerster. Mr. McDevitt discussed the status of Alterity Partners' financial analysis with respect to ACC and VTI and the proposed merger and advised the Board that Alterity Partners was prepared to deliver its opinion that the merger was fair to the ACC shareholders from a financial point of view.

REASONS FOR THE MERGER; RECOMMENDATIONS OF THE BOARDS

JOINT REASONS FOR THE MERGER. The boards of directors of VTI and ACC have each determined that, compared to continuing to operate their companies on a stand-alone basis, the merged company would have better potential to improve long-term operating and financial results and would have a superior competitive position. The combined company, Wire One, will be first to market with a complete array of broadband-based technologies, including digital subscriber line (DSL) access for internet protocol (IP) based videoconferencing, video streaming and other applications requiring a high level quality of service (QOS). In addition, the combined company will serve all major U.S. markets. The DSL service will be piloted by a select group of Wire One's Fortune 500, government and educational clients in the second half of 2000, with a global roll-out planned for 2001.

Each company's board of directors has identified a number of additional potential benefits of the merger that they believe will contribute to the success of the merged companies. These potential benefits include principally the following:

o The combined company should be able to leverage its market position and brand recognition to support the combined company's efforts to broaden its market, increase demand for its services and broaden its customer base;

o The two companies' complementary service offerings provide the opportunity to cross-sell services in the areas of their respective strengths, creating the potential for increased revenue per customer;

o The combined company will be able to offer its new subscriber services to a broader and larger customer base;

o The diversification of service offerings and customer base and the increased scale of business should give the combined company improved stability, with reduced risk of volatility of financial performance;

o The combined experience, financial resources, size and breadth of service offerings of VTI and ACC should allow the combined company to respond more quickly and effectively to increased competition and market demands in an industry experiencing rapid innovation and change;

o The potential for cost savings on a percentage-of-revenue basis, through integration of certain facilities and other economies of scale, could yield improved operating results for the combined company; and

o The increased number of publicly traded shares should make the market for Wire One shares after the merger more liquid than the market for either ACC or VTI shares before the merger.

VTI and ACC have each identified separate, additional reasons for the combination, which are discussed below. However, each board of directors recognizes that the potential benefits of the merger may not be realized. See "Risk Factors."

VTI'S REASONS FOR MERGER. In arriving at its decision to approve the merger agreement and to recommend approval of the related proposals by VTI stockholders, the VTI board of directors consulted with its management team and advisors and independently considered the proposed merger agreement and the transactions contemplated by the merger agreement.

Together with the "Joint Reasons for the Merger" set forth above, these matters encompassed all the material factors the board of directors of VTI considered. Among these factors, the VTI board of directors in particular considered the following:

o the strategic benefits expected from the merger and the anticipated effect of the merger on long-term shareholder value, in light of the following:

o business, financial condition, results of operations and prospects of VTI and ACC;

o the current economic and industry environment;

o the risks and uncertainties of proceeding as a stand-alone company; and

o the relative advantages and disadvantages of a number of other strategic alternatives, taking into account the risks and uncertainties associated with such alternatives;

o the complementary characteristics of the respective business and management philosophies and corporate cultures of VTI and ACC;

o the potential benefits of the merger to VTI customers and employees;

o the potential for reduced stockholder risk after the merger as a result of the diversification of service offerings and revenue bases; and

o the fairness to VTI of the terms and conditions of the merger agreement which was the product of extensive arm's-length negotiations.

In assessing the transaction, the VTI board considered several sources of information, including the following:

o historical information concerning the businesses, financial performance, condition, operations and results of operation, technology and management styles, competitive positions, trends and prospects of VTI and ACC;

o SEC filings by ACC;

o current and historical market prices, volatility and trading data for the two companies; and

o information and advice based on due diligence investigations by members of VTI's board and management and VTI's financial and accounting advisors concerning the business, technology, services, operations, properties, assets, financial condition, operating results and prospects of ACC, trends in ACC's business and financial results and capabilities of ACC's management team.

The VTI board also identified and considered a number of uncertainties and risks in its deliberations concerning the merger, including the following:

o the risk that the potential benefits sought in the merger might not be fully realized, if at all;

o the risk of loss of current brand awareness before the merged company's new brand gains market acceptance; and

o the other risks associated with the businesses of VTI, ACC and the merged companies and the merger described in this joint proxy statement/prospectus under "Risk Factors."

The VTI board believed that certain of these risks were unlikely to occur or unlikely to have a material impact on VTI or ACC, and that, overall, the risks associated with the merger were outweighed by the potential benefits of the merger.

As a result of the foregoing considerations, VTI's board determined that the potential advantages of the merger outweighed the benefits of remaining as a stand-alone company. The VTI board believes that the combined company would have a far greater opportunity than VTI alone to compete in its industry.

In view of the variety of factors considered in connection with its evaluation of the merger, the VTI board did not find it practicable to quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and did not do so.

In addition, many of the factors contained elements which may affect the fairness of the merger in both a positive and negative way. Except as described above, the VTI board, as a whole, did not attempt to analyze each individual factor separately to determine how it impacted the fairness of the merger. Consequently, individual members of the VTI board may have given different weights to different factors and may have viewed different factors as affecting the determination of fairness differently.

ACC'S REASONS FOR THE MERGER. In arriving at its decision to approve the merger agreement, the ACC board considered a number of factors, including those set forth under "Joint Reasons for the Merger." Together with the joint reasons enumerated above, these matters encompassed all the material factors the board of directors of ACC considered. In particular, the board of directors of ACC considered the following:

o the strategic benefits expected from the merger and the anticipated effect of the merger on long-term shareholder value, in light of the following:

o business, financial condition, results of operations and prospects of ACC and VTI;

o the current economic and industry environment;

o the risks and uncertainties of proceeding as a stand-alone company; and

o the relative advantages and disadvantages of a number of other strategic alternatives, taking into account the risks and uncertainties associated with such alternatives;

o the fact that the exchange ratio represented a premium to ACC shareholders based on the closing prices of the respective stocks in recent historical periods;

o transition to trading on the Nasdaq National Market instead of the OTC bulletin board;

o the potential benefits of the merger to ACC customers and employees;

o the potential for reduced stockholder risk after the merger as a result of the increase in the size of the revenue base and diversification of service offerings;

o the fairness to ACC of the terms and conditions of the merger agreement, which was the product of extensive arm's-length negotiations; and

o the fact that the merger is expected to qualify as a tax free reorganization.

In assessing the transaction, the ACC board considered several sources of information, including the following:

o historical information concerning the businesses, financial performance, condition, operations and results of operation, technology and management styles, competitive positions, trends and prospects of VTI and ACC;

o SEC filings by VTI;

o current and historical market prices, volatility and trading data for the two companies;

o information and advice based on due diligence investigations by members of ACC's board and management and ACC's legal, financial and accounting advisors concerning the business technology, services, operations, properties, assets, financial condition, operating results and prospects of VTI, trends in VTI's business and financial results and capabilities of VTI's management team.

The ACC board also identified and considered a number of uncertainties and risks in its deliberations concerning the merger, including the following:

o the risk that the potential benefits sought in the merger might not be fully realized, if at all;

o the risk of loss of current brand awareness before the merged company's new brand gains market acceptance;

o the risk that the combined company might experience slow growth relative to the prior growth rate of ACC; and

o the other risks associated with the businesses of VTI, ACC and the merged companies and the merger described in this joint proxy statement/prospectus under "Risk Factors."

The ACC board believed that certain of these risks were unlikely to occur or unlikely to have a material impact on VTI or ACC, and that, overall, the risks associated with the merger were outweighed by the potential benefits of the merger.

As a result of the foregoing considerations, ACC's board determined that the potential advantages of the merger outweighed the benefits of remaining alone. The ACC board believes that the combined company would have a far greater opportunity than ACC alone to compete in its industry.

In view of the variety of factors considered in connection with its evaluation of the merger, the ACC board did not find it practicable to quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and did not do so.

In addition, many of the factors contained elements which may affect the fairness of the merger in both a positive and negative way. Except as described above, the ACC board, as a whole, did not attempt to analyze each individual factor separately to determine how it impacted the fairness of the merger. Consequently, individual members of the ACC board may have given different weights to different factors and may have viewed different factors as affecting the determination of fairness differently.

RECOMMENDATIONS OF THE BOARDS.

RECOMMENDATIONS OF ACC'S BOARD. The board of directors of ACC unanimously recommends a vote FOR the approval of the merger agreement between ACC and VTI and the approval of an amendment to the certificate of incorporation of the surviving corporation to change its corporate name to "Wire One Technologies, Inc." immediately following consummation of the merger.

RECOMMENDATIONS OF VTI'S BOARD. The board of directors of VTI unanimously recommends FOR each of the following proposals:

1. To approve the merger agreement between VTI and ACC;

2. To approve the issuance of shares of VTI common stock to the shareholders of ACC in the merger of ACC with VTI. Under the merger agreement, each outstanding share of ACC common stock will convert into the right to receive 3.3 shares of VTI common stock;

3. To approve an amendment to VTI's certificate of incorporation to provide for a 2 for 1 reverse split of the outstanding common stock, which approval will cause the exchange ratio to be adjusted accordingly to 1.65 to 1;

4. To approve an amended and restated certificate of incorporation increasing the number of authorized shares of common stock by 80 million shares from 20 million to 100 million shares to enable us to consummate the merger and to provide additional shares for use in acquisitions and for other purposes;

5. To approve amended and restated bylaws; and

6. To approve an amendment to VTI's certificate of incorporation to change its corporate name to "Wire One Technologies, Inc." immediately following consummation of the merger.

OPINION OF VTI'S FINANCIAL ADVISOR

Under an engagement letter dated July 8, 1999, VTI retained HCW to act as its exclusive financial advisor in connection with the acquisition of VTI by ACC as set forth in the merger agreement. The merger agreement provides for the merger of ACC with and into VTI, pursuant to which VTI will issue 3.3 shares of VTI common stock for every 1 share of ACC common stock held. Following the merger, the new company

will be renamed Wire One Technologies, Inc. At December 27, 1999, the date the definitive agreement was signed, the transaction was valued at approximately $25.1 million.

HCW was selected by VTI's board of directors to act as VTI's financial advisor based on HCW's qualifications, reputation and expertise in the multimedia/video industry sector, as well as HCW's familiarity with VTI. In connection with its services to VTI to act as financial advisor to the VTI, HCW was requested to render an opinion as to the fairness of the merger to the stockholders of VTI.

The full text of the HCW opinion sets forth, among other things, assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken by HCW in the course of rendering its opinion. The full text of the opinion is attached as an Appendix B to this joint proxy statement/prospectus and is incorporated by reference in its entirety. VTI stockholders are urged to read the HCW opinion carefully in its entirety. The HCW opinion addresses the fairness of the aggregate consideration to be paid and the applicable exchange ratio to VTI and its stockholders, other than ACC and its affiliates, from a financial point of view as of the date of the HCW opinion, and does not constitute a recommendation to any stockholder as to how such stockholder should vote at the VTI special stockholders meeting. The conclusion expressed by HCW in this joint proxy statement/prospectus to the board of directors and stockholders of VTI is qualified in its entirety by reference to the full text of the HCW opinion.

In arriving at its opinion, HCW reviewed certain publicly available business and financial information relating to VTI and ACC, as well as the merger agreement. HCW also reviewed certain other information, including financial forecasts, provided to it by VTI and ACC, and met with VTI's and ACC's management to discuss the business, both past and current, and future prospects of VTI and ACC. HCW also considered certain financial and stock market data of VTI and ACC, and HCW compared that data with similar data for other publicly held companies in businesses HCW deemed similar to those of VTI and ACC. HCW considered the financial terms, to the extent publicly available, of certain other recent business combinations and other transactions which have recently been effected and that HCW deemed relevant. HCW also considered such other information, financial studies, analyses and investigations and financial, economic and market criteria, which it deemed relevant. HCW is familiar with VTI and the terms of the merger, having participated in certain discussions and negotiations leading to the merger agreement between representatives of VTI and representatives of ACC and their financial advisors. In connection with its review, HCW did not assume any responsibility for independent verification of any of the foregoing information and relied on the completeness and accurateness in all material respects as represented by VTI and ACC. With respect to financial forecasts, HCW assumed that they had been reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of VTI and ACC as to the future financial performance of VTI and ACC, respectively. VTI also informed HCW, and therefore HCW based its opinion on the assumption that the merger would be treated as a tax-free reorganization for federal income tax purposes and accounted for as a purchase in accordance with generally accepted accounting principles. In addition, HCW did not make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of VTI or ACC, nor was HCW furnished with any such evaluations or appraisals. The HCW opinion is necessarily based upon financial, economic, market and other conditions as they existed and could be evaluated as of the date of the HCW opinion. HCW did not express any opinion as to what the value of the VTI common stock actually will be when issued to ACC's stockholders pursuant to the merger or the prices at which such common stock will trade subsequent to the merger.

The exchange ratio was determined by arm's-length negotiation between the parties. In preparing the HCW opinion, HCW performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. HCW believes that its analyses must be considered as a whole and that selecting portions of its analyses and some of the factors considered by it, without considering all analyses and factors, could create a misleading view of the process underlying the HCW opinion. No company or transaction used in the analysis performed by HCW as a comparison is identical to VTI, ACC or the contemplated merger. In addition, HCW may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuation resulting from any particular analysis undertaken should not be taken to be HCW's view of the actual value of VTI or ACC. In performing its analyses, HCW made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of VTI and ACC.

The analyses performed by HCW are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses or assets do not purport to be appraisals or to necessarily reflect the prices at which businesses or assets may actually be sold. The analyses performed were prepared solely as part of HCW's analysis of the fairness of the aggregate consideration and the applicable exchange ratio to VTI from a financial point of view and were provided to the VTI board of directors in connection with the delivery of the HCW opinion.

In connection with the transaction outlined above, HCW performed a number of separate and distinct analyses in order to ascertain and support the conclusion as outlined in the opinion letter HCW delivered to the board of directors of VTI. In performing its analysis, HCW treated ACC as the aquiror and VTI as the acquiree, consistent with post-deal ownership structure of the combined entities. Additionally, HCW did not evaluate VTI's networks division which has been accounted for as a discontinued operation and will be disposed of prior to the closing of this transaction. An overview of the valuation process and the tools utilized is outlined below.

1. Historical Stock Price Analysis. HCW analyzed the price at which VTI common stock has traded for the last 52 weeks. During that time period, VTI's 52 week high and low were $3.625 and $1.313, respectively. In addition, the average price of VTI stock over the same time period was $2.070 and the price of VTI stock at the date of the HCW opinion was $3.188, or approximately 88% of its 52-week high.

2. Historical Exchange Ratio Analysis. HCW compared the historical exchange ratio of the average closing price of ACC common stock to the average closing price of VTI over the various periods presented. The following table sets forth the ratios of the average closing prices of ACC common stock compared to VTI common stock.

                                                                                 AVERAGE MARKET EXCHANGE
PERIOD ENDED                                                                        RATIO OVER PERIOD
------------                                                                     -----------------------
One Trading Day (January 14, 2000)............................................            351.0%
10 Trading Days...............................................................            380.6
20 Trading Days...............................................................            377.9
30 Trading Days...............................................................            357.2

3. Selected Precedent Transactions. HCW reviewed and analyzed the publicly available information and financial terms of the following transactions.

                                                                  TRANSACTION
                                                                    VALUE             REVENUE      BOOK VALUE
  DATE             ACQUIREE                   ACQUIROR            (IN MILLIONS)       PER SHARE    PER SHARE
---------  -------------------------  -------------------------   -------------       ---------    ----------
 9/99      Accoustic Communications   Videolabs, Inc.                 $ 2.0             $ .22        $ 2.32
             Systems, Inc.
12/98      Dreher Business Products   Miami Computer Supply,           33.0               .56          4.90
             Corporation                Inc.
 6/98      Higginbotham Enterprises   Intellisys Group, Inc.            2.1               .25          4.15
 6/98      Proline Industries, Inc.   Intellisys Group, Inc.            6.4               .20          5.19

HCW compared the publicly available statistics for the precedent transactions listed above to the relevant financial statistics for the merger based on the aggregate consideration and the applicable exchange ratio. The precedent transactions multiples compared by HCW included, among other things, the mean/median or otherwise adjusted transaction value of the acquiree to last twelve months mean/median or otherwise adjusted revenues of the acquiree. In addition, using the same methodology, HCW compared the transaction value to book value of the precedent transactions listed above. By applying the transaction multiples as described above, HCW derived an implied value for VTI using the relevant financial statistics for VTI as outlined below.

4. Public Company Trading Valuation Analysis--Revenue Multiple Valuation. Public company valuations are traditionally based on price to earnings ratios. However, public companies with earnings losses or an

insignificant amount of earnings are often valued based on a their adjusted market value as a multiple of revenues on an historical and forecasted basis. Taking into account the uncertainty of VTI's future prospects as a stand alone entity, HCW believes that the most appropriate method of valuation for VTI in terms of revenue is adjusted market value as a multiple of latest twelve months revenue. HCW compared certain financial information of VTI with that of other companies involved in the multimedia/telecommunication services industry, including:

                                                                                            AMV AS A MULTIPLE
                                                                                                OF REVENUE
                                                                        ADJUSTED        --------------------------
                                                       MARKET          MARKET VALUE     LATEST
                                           STOCK     CAPITALIZATION       (AMV)          12       FISCAL    FISCAL
COMPANY                                    PRICE     (IN MILLIONS)     (IN MILLIONS)    MONTHS    1999      2000
-------                                    ------    --------------    -------------    ------    ------    ------
Anixter International...................   $21.06        $761.5          $ 1,303.0        0.5x      0.4x       NA
Caribiner International.................     2.44          57.8              481.9        0.7        NA        NA
Miami Computer Supply...................    36.00         421.5              554.7        0.9       0.9       0.7x
Norstan.................................     5.25          57.3              133.9        0.3       0.3        NA
Video Labs..............................     3.75          21.3               21.1        2.2        NA        NA
          MEAN..........................                                                  0.9x      0.5x      0.7x
          MEDIAN........................                                                  0.7x      0.4x      0.7x

Adjusted Market Value (AMV) as a multiple of revenue is defined as market capitalization as of January 14, 2000, plus total debt less cash and cash equivalents divided by latest twelve months revenue. In comparing companies that compete in the multimedia/telecommunication services industry that HCW deemed relevant and comparable to VTI, HCW believes that these companies are currently valued between 0.3x and 2.2x latest twelve months revenue with a mean of 0.9x and a median of 0.7x latest twelve months revenue, respectively. In the merger, VTI is valued at approximately 0.6x latest twelve months revenue, a multiple that places VTI in the acceptable range of the comparables.

5. Public Company Trading Valuation Analysis--Book Value Multiple Valuation. Another commonly used public marketplace valuation metric for companies operating under circumstances similar to VTI is a multiple of market capitalization to book value. Book value is defined as the:

a) Original capital contributed to start the company and any additional share issuances less share repurchases, plus;

b) The retained earnings accumulated over the company's life, plus;

c) Any accounting adjustments resulting in additions or subtractions to the equity section of the company's balance sheet without flowing through the income statement.

A more commonly used definition of book value is the total assets of a company less the company's total liabilities.

                                                                                                 RATIO OF
                                                                                 MARKET           MARKET
                                                                   STOCK     CAPITALIZATION    CAPITALIZATION
COMPANY                                                            PRICE     (IN MILLIONS)     TO BOOK VALUE
-------                                                            ------    --------------    --------------
Anixter International...........................................   $21.06        $761.5              2.1x
Caribiner International.........................................     2.44          57.8              0.5
Miami Computer Supply...........................................    36.00         421.5              4.3
Norstan.........................................................     5.25          57.3              0.5
Video Labs......................................................     3.75          21.3              4.2
          MEAN..................................................                                     2.3x
          MEDIAN................................................                                     2.1x

In comparing companies that compete in the multimedia/telecommunication services industry that HCW deemed relevant and comparable to VTI, HCW believes that these companies are currently valued between 0.5x and 4.3x book value with a mean of 2.3x and median of 2.1x book value, respectively. In the transaction outlined in this opinion, VTI is value at approximately 3.5x book value, a multiple that places

VTI in the acceptable range of the comparables. In addition, VTI's book value expressed as a dollar value will be reduced following the disposition of the USTelecenters business segment of VTI and the associated write-off of goodwill, which will increase VTI's multiple of book value further.

6. Discounted Cash Flow / Terminal Value Analysis. HCW performed an analysis of the present value of VTI's estimated revenues and earnings based on VTI's current projections through the calendar year 2001. Based on HCW's analysis and knowledge of the factors affecting the VTI's ability to meet the projections, HCW believes that an analysis of the discounted cash flows of the VTI is not a material measure of the VTI's value. As such, HCW deemed this particular valuation metric to be not meaningful as a measure of determining the fairness from a financial point of to the stockholders of VTI.

HCW has acted a financial advisor to VTI in connection with the merger and will receive a fee for its services, including the rendering of this opinion, a significant portion of which is contingent upon the consummation of the transaction.

In the ordinary course of its business, HCW may have actively traded the equity securities of VTI and may continue to actively trade the equity securities of ACC and/or the newly created corporate entity as a result of the transaction. In addition, certain individuals who are employees or are affiliated with HCW have in the past and may currently be stockholders of VTI.

Based upon and subject to the foregoing, it is HCW's opinion that the exchange ratio in the merger is fair from a financial point of view to VTI and its stockholders.

OPINION OF ACC'S FINANCIAL ADVISOR

Under an engagement letter dated January 5, 2000, ACC retained Alterity Partners LLC as its exclusive financial advisor in connection with the merger and to render financial advisory services including, among other things, to render its opinion as to the fairness of the merger to ACC and its shareholders from a financial point of view. Alterity was selected by the ACC board of directors based on Alterity's qualifications, expertise and reputation. On January 19, 2000, Alterity rendered its opinion that, as of that date, based upon and subject to the various considerations set forth in the Alterity opinion, the exchange ratio was fair to ACC and its shareholders, other than VTI, and its affiliates, from a financial point of view.

The full text of the Alterity opinion sets forth, among other things, assumptions made, procedures followed, matters considered and limitations on the scope of review undertaken by Alterity in rendering its opinion. The full text of the opinion is attached as Appendix C to this joint proxy statement/prospectus and is incorporated by reference in its entirety. ACC shareholders are urged to read the Alterity opinion carefully and in its entirety. The Alterity opinion addresses the fairness of the exchange ratio to ACC and its shareholders, other than VTI and its affiliates, from a financial point of view as of the date of the Alterity opinion, and does not constitute a recommendation to any shareholder as to how such shareholder should vote at the ACC special meeting. The summary of the Alterity opinion in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the Alterity opinion.

In arriving at its opinion, Alterity reviewed certain publicly available business and financial information relating to ACC and VTI, as well as the merger agreement. Alterity also reviewed certain other information, including financial forecasts, provided to it by ACC and VTI, and [met with ACC's and VTI's management to discuss the business, both past and current, and prospects of ACC and VTI]. Alterity also considered certain and financial and stock market data of ACC and VTI, and Alterity compared that data with similar data for other publicly held companies in businesses it deemed similar to those of ACC and VTI. Alterity considered the financial terms, to the extent publicly available, of certain other recent business combinations and other transactions which have recently been effected and that Alterity deemed relevant. Alterity analyzed the potential impact of the merger on ACC earnings per share, capitalization and financial merits on a pro forma basis. Alterity also considered such other information, financial studies, analyses and investigations and financial, economic and market criteria which it deemed relevant.

In connection with its review, Alterity did not assume any responsibility for independent verification of any of the foregoing information and relied on its being complete and accurate in all material respects. With respect to financial forecasts, Alterity assumed that they had been reasonably prepared on bases reflecting the

best currently available estimates and judgments of the managements of ACC and VTI as to the future financial performance of ACC and VTI. ACC also informed Alterity and Alterity assumed that the merger would be treated as a tax-free reorganization for federal income tax purposes. In addition, Alterity did not make an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of ACC or VTI, nor was Alterity furnished with any such evaluations or appraisals. The Alterity opinion is necessarily based upon financial, economic, market and other conditions as they existed and could be evaluated on the date of the Alterity opinion. Alterity did not express any opinion as to what the value of the VTI common stock actually will be when issued to ACC's shareholders pursuant to the merger or the prices at which such VTI common stock will trade subsequent to the merger.

The exchange ratio was determined by arm's-length negotiation between the parties. In preparing the Alterity opinion, Alterity performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Alterity believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it, without considering all analyses and factors, could create a misleading view of the process underlying the Alterity opinion. No company or transaction used in the analysis performed by Alterity as a comparison is identical to ACC, VTI or the contemplated merger. In addition, Alterity may have given various analyses more or less weight than other analyses, and may have deemed various assumptions more or less probable than other assumptions, so that the range of valuation resulting from any particular analysis described below should not be taken to be Alterity's view of the actual value of ACC or VTI. In performing its analyses, Alterity made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of ACC and VTI. The analyses performed by Alterity are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses or assets do not purport to be appraisals or to necessarily reflect the prices at which businesses or assets may actually be sold. The analyses performed were prepared solely as part of Alterity's analysis of the fairness of the exchange ratio to ACC from a financial point of view and were provided to the ACC board of directors in connection with the delivery of the Alterity opinion.

The following is a summary of the material financial analyses performed by Alterity in connection with the preparation of its opinion, and reviewed with the ACC board of directors at a meeting of the ACC board of directors held on January 19, 2000. Certain of the summaries of those financial analyses include information presented in tabular format. In order to understand fully the material financial analyses used by Alterity, the tables should be read together with the text of the summary. The tables alone do not constitute a complete description of the material financial analyses.

Historical Stock Price Analysis. Alterity analyzed the prices at which VTI common stock traded from January 1, 1999 through December 31, 1999. Alterity noted that the all-time high price during that period for VTI common stock was $3.625 on January 21, 1999, and the all-time low price for VTI common stock during that period was $1.313 on September 26, 1999.

Public Company Trading Valuation Analysis. Alterity compared certain financial information of VTI with that of other companies involved in the high-end information technology services industry, including:

o Vialog Corporation;

o NetLojix Communications;

o Video Labs, Inc.;

o All Communications Corporation;

o ACT Teleconferencing; and

o Video Network Communication.

Such information included, among other things, the multiples of aggregate market value, defined as market capitalization plus total debt less cash and cash equivalents, as of January 7, 2000 to estimated

revenue and estimated earnings before interest and taxes (commonly known as EBIT) for the trailing twelve months ended September 30, 1999. Applying the range of multiples derived from the multiples for the comparable companies to estimated revenue and estimated EPS, Alterity derived the implied VTI value per share and the implied exchange ratio based on the closing stock prices for the trailing twelve months ended September 30, 1999:

                                                                IMPLIED VTI          IMPLIED
                                                               VALUE PER SHARE    EXCHANGE RATIO
                                                               ---------------    --------------
Trailing Twelve Months Ended September 30, 1999.............    $13.49-$21.65       0.22x-0.14x

Selected Precedent Transactions. Alterity reviewed the publicly available financial terms of the three following precedent transactions:

o Phone-tel Technologies/Cherokee Communications;

o Video Labs, Inc./Acoustic Communications Systems, and

o NetLojix Communications/Remote Logix/PLSI.

Alterity compared the publicly available statistics for the precedent transactions listed above to the relevant financial statistics for the merger based on the exchange ratio. Multiples compared by Alterity included, among other things, the aggregate value to last twelve months revenue for the period ended September 30, 1999 and the book value for the precedent the period ended September 30, 1999 as disclosed in public documents. Applying the range of multiples derived from the multiples for the comparable transactions to last twelve months and book value, Alterity derived the implied VTI value per share and the implied exchange ratio based on the closing stock prices as of December 31, 1999.

                                                                IMPLIED VTI          IMPLIED
                                                               VALUE PER SHARE    EXCHANGE RATIO
                                                               ---------------    --------------
Trailing Twelve Months Ended September 30, 1999.............     $2.12-$2.08         1.40-1.43x

Historical Exchange Ratio Analysis. Alterity compared the historical ratios of the average closing price of VTI common stock to the average closing price of ACC common stock over various periods ended December 31, 1999. The following table sets forth the ratios of the average closing prices of VTI common stock compared to ACC common stock for the various periods ended December 31, 1999:

                                                                             AVERAGE MARKET
                                                                                EXCHANGE
PERIOD ENDED                                                               RATIO OVER PERIOD
------------                                                               -----------------
One trading day.........................................................          1.1748x
10 trading days.........................................................          1.1359x
30 trading days.........................................................          0.9274x
60 trading days.........................................................          0.8502x

Contribution Analysis. Alterity analyzed the relative contributions of VTI and ACC to the pro forma revenue and operating income excluding restructuring and merger charges, of the combined company, based on the trailing twelve months ended September 30, 1999. Alterity derived the implied VTI ownership of the combined company, the implied exchange ratio and the implied VTI value per share based on such estimates. The following table sets forth the results of Alterity analysis:

                                                         IMPLIED VTI       IMPLIED         IMPLIED VTI
                                                          OWNERSHIP     EXCHANGE RATIO    VALUE PER SHARE
                                                         -----------    --------------    ---------------
Trailing Twelve Months Ended
  September 30, 1999..................................   66.6%-92.7%      0.31x-0.43x       $9.53-$7.00

Terminal Value Analysis. Alterity performed an analysis of the present VTI value per share based on VTI's estimated revenues and estimated earnings per share for calendar years 2000 and 2001. Alterity does not believe that this valuation technique or its results are germaine to determining fairness of the merger with respect to ACC shareholders.

As described above, Alterity's opinion and presentation to the ACC board of directors was one of many factors taken into consideration by the ACC board of directors in making its determination to recommend the merger agreement and the transactions contemplated thereby. Consequently, the analyses described above should not be viewed as determinative of the opinion of the ACC board of directors or the management of ACC with respect to the value of VTI or whether the ACC board of directors would have been willing to agree to a different exchange ratio.

Alterity is a recognized investment banking and advisory firm. Alterity, as part of its investment banking business, is continuously engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes.

Pursuant to the engagement letter, ACC engaged Alterity to provide financial advisory services to the ACC board of directors in connection with the merger, including, among other things, rendering its opinion and making the presentation referred to above. ACC has agreed to pay Alterity a customary fee in connection with the engagement. In addition, ACC has agreed to reimburse Alterity for its out-of-pocket expenses, including attorney's fees, incurred in connection with its engagement and to indemnify Alterity and certain related persons against certain liabilities and expenses arising out of or in conjunction with its rendering of services under its engagement, including liabilities arising under the federal securities laws.

OTHER EFFECTS OF THE MERGER; DELISTING OF ACC SHARES

After the merger, ACC shareholders will become stockholders of VTI. The rights of all such stockholders will be governed by the certificate of incorporation and bylaws of VTI. For a description of the difference between the rights of VTI and ACC stockholders, see "Comparison of Rights of VTI Stockholders and ACC Shareholders."

If the merger is consummated, shares of ACC common stock will cease to be listed on OTC Electronic Bulletin Board. In addition, ACC will deregister the ACC common stock under the Exchange Act and, accordingly, will no longer be required to file periodic reports pursuant to the Exchange Act.

RESTRICTIONS ON SALES OF SHARES BY AFFILIATES OF ACC AND VTI

The shares of VTI common stock to be issued in connection with the merger will be registered under the Securities Act of 1933 and will be freely transferable under the Securities Act, except for shares of VTI common stock issued to any person who is deemed to be an affiliate of either VTI or ACC at the time of the special meeting. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are under common control of either VTI or ACC and may include some of our officers and directors as well as our principal shareholders. Some affiliates of ACC will enter into affiliate agreements in connection with the merger. See "The Merger--Affiliate Agreements." Affiliates may not sell their shares of VTI common stock acquired in connection with the merger except under:

o an effective registration statement under the Securities Act covering the resale of those shares;

o an exemption under paragraph (d) of Rule 145 under the Securities Act; and

o any other applicable exemption under the Securities Act.

VTI's registration statement on Form S-4, of which this proxy statement-prospectus forms a part, does not cover the resale of shares of VTI common stock to be received by affiliates in the merger.

LISTING ON THE NASDAQ NATIONAL MARKET OF VTI COMMON STOCK TO BE ISSUED IN THE MERGER

It is a condition to closing the merger that VTI cause the shares of VTI common stock to be issued in the merger to be approved for listing on the Nasdaq National Market, subject to official notice of issuance.

NO APPRAISAL RIGHTS

Under New Jersey corporate law, holders of ACC common stock are not entitled to appraisal rights in connection with the merger because, on the record date, ACC common stock was designated and quoted for trading on the OTC Electronic Bulletin Board and will be converted into shares of VTI common stock, which at the effective time of the merger will be listed on the Nasdaq National Market.

Holders of VTI common stock prior to the merger are also not entitled to appraisal rights in connection with the merger.

EXCHANGE OF ACC STOCK CERTIFICATES FOR VTI STOCK CERTIFICATES

When the merger is completed, the exchange agent will mail to you a letter of transmittal and instructions for use in surrendering your ACC stock certificates in exchange for VTI stock certificates. When you deliver your ACC stock certificates to the exchange agent along with a properly executed letter of

transmittal and any other required documents, your ACC stock certificates will be canceled and you will receive VTI stock certificates representing the number of full shares of VTI common stock to which you are entitled under the merger agreement. You will receive payment in cash in lieu of any fractional shares of VTI common stock which would have been otherwise issuable to you as a result of the merger.

YOU SHOULD NOT SUBMIT YOUR ACC STOCK CERTIFICATES FOR EXCHANGE UNLESS AND UNTIL YOU RECEIVE THE TRANSMITTAL INSTRUCTIONS AND A FORM OF LETTER OF TRANSMITTAL FROM THE EXCHANGE AGENT.

You are not entitled to receive any dividends or other distributions on VTI common stock until the merger is completed and you have surrendered your ACC stock certificates in exchange for VTI stock certificates.

If there is any dividend or other distribution on VTI common stock with a record date after the merger and a payment date prior to the date your surrender your ACC stock certificates in exchange for VTI stock certificates, you will receive it with respect to the whole shares of VTI common stock issued to you promptly after they are issued. If there is any dividend or other distribution on VTI common stock with a record date after the merger and a payment date after the date you surrender your ACC stock certificates in exchange for ACC stock certificates, you will receive it with respect to the whole shares of VTI common stock issued to you promptly after the payment date.

VTI will only issue a VTI stock certificate or a check in lieu of a fractional share in a name other than the name in which a surrendered ACC stock certificate is registered if you present the exchange agent with all documents required to show and effect the unrecorded transfer of ownership and show that you paid any applicable stock transfer taxes.

THE MERGER AGREEMENT

The following is a brief summary of the material provisions of the merger agreement. VTI and ACC urge you to read the entire merger agreement, which is attached as Appendix A to this joint proxy statement/prospectus. This summary is qualified in its entirety by reference to the full text of the merger agreement.

THE MERGER

At the effective time of the merger agreement, ACC will merge with and into VTI. Immediately following the merger, the combined company will change its name to Wire One.

CONVERSION OF SECURITIES

Each share of ACC common stock issued and outstanding immediately before the effective time of the merger will automatically convert into the right to receive 3.3 shares of VTI common stock. If the VTI stockholders approve the 2 for 1 reverse stock split described in this joint proxy statement/prospectus, the exchange ratio will be adjusted accordingly to 1.65 to 1. VTI will not issue any fractional shares. Instead of receiving a fractional share, an ACC shareholder will receive cash equal to the same fraction of the closing price of the VTI common stock on the day of the closing.

TREATMENT OF ACC STOCK OPTIONS AND ACC WARRANTS

At the closing, VTI will assume each outstanding option and warrant to purchase shares of ACC common stock that is then outstanding and unexercised. Each option will continue to have the same terms and conditions as before the closing, except that the option or warrant will be exercisable, or will become exercisable on vesting in accordance with its terms, for the number of shares of VTI common stock equal to the number of shares of ACC common stock purchasable under the original option times 3.3. The exercise price per share of VTI common stock of the assumed ACC options will be equal to the exercise price per share of ACC common stock of the original ACC options divided by 3.3. Outstanding ACC warrants will convert into VTI warrants in accordance with the exchange ratio. If the VTI stockholders approve the 2 for 1 reverse stock split described in this joint proxy statement/prospectus, the exchange ratio will be adjusted accordingly to 1.65 to 1.

On December 31, 1999, options to purchase a total of 2,904,000 shares of ACC common stock were outstanding, at exercise prices ranging from $0.50 to $7.9375 per share.

REPRESENTATIONS AND WARRANTIES

In the merger agreement ACC and VTI have made a number of representations and warranties about their businesses, financial condition, structure and other facts pertinent to the merger.

ACC made representations and warranties relating to the following:

o its corporate organization and similar matters;

o its authority to enter into the merger agreement and the enforceability of the merger agreement;

o its subsidiaries;

o its capital stock;

o the receipt of required permits, variances, exemptions, approvals or licenses from governmental authorities necessary for the operation of ACC's business and ACC's compliance with applicable laws;

o the absence of certain changes or events;

o the absence of default under any of its material contracts, its certificate of incorporation, bylaws or other organizational documents, any agreement or contract related to indebtedness or borrowed money, applicable laws or any applicable order of any governmental body or self-regulatory organization which supervises or regulates any business of ACC or its subsidiaries;

o the absence of conflict between the requirements of the merger agreement and ACC's obligations under the certificate of incorporation or bylaws of ACC or any of its subsidiaries, any laws or orders of any governmental body or self-regulatory organization which supervises or regulates any business of ACC or any of its subsidiaries or any contract to which ACC or any of its subsidiaries is a party, except where such conflicts could not reasonably be expected to have a material adverse effect on ACC;

o except as described in the merger agreement, the absence of any required consents, approvals, actions or filings with any governmental body or self-regulatory organization which supervises or regulates any business of ACC or any of its subsidiaries or under any contract to which ACC or any of its subsidiaries is a party, other than such consents, approvals actions or filings which the failure to obtain could not, individually or in the aggregate, be expected to have a material adverse effect on ACC;

o the absence of litigation that could materially harm ACC;

o ACC's compliance with applicable laws respecting employment practices, terms and conditions of employment and the absence of unfair labor practice charges or complaints against ACC;

o absence of undisclosed liabilities;

o the engagement and payment of any finder's fee, brokerage commission or similar payment in connection with the merger;

o the absence of any agreement or arrangement to sell the assets or any stock of ACC or any merger, consolidation or other reorganization of ACC or any of its significant subsidiaries;

o matters relating to ACC's benefit plans and the Employee Retirement Income Security Act;

o environmental matters;

o intellectual property and year 2000 matters;

o ACC's relations with its ten largest customers;

o transactions with affiliates;

o management and accountant letters;

o the accuracy of information supplied by ACC in connection with this joint proxy statement/prospectus and the registration statement of which it is a part;

o the filing of tax returns and payment of taxes and other similar matters;

o documents filed by ACC with the SEC, the accuracy of the information disclosed in those documents and the preparation of the financial statements contained in those documents;

o legality of payments made by ACC;

o financial and other information provided to VTI and the accuracy of the information provided;

o filing of reports with any governmental body or self-regulatory organization which supervises or regulates any business of ACC; and

o shareholder voting requirements necessary to approve the merger.

VTI made representations and warranties relating to the following:

o its corporate organization and similar matters;

o its authority to enter into the merger agreement and the enforceability of the merger agreement;

o its subsidiaries;

o its capital stock;

o the receipt of required permits, variances, exemptions, approvals or licenses from governmental authorities necessary for the operation of VTI's business and VTI's compliance with applicable laws;

o the absence of certain changes or events;

o the absence of default under any of its material contracts, its certificate of incorporation, bylaws or other organizational documents, any agreement or contract related to indebtedness or borrowed money, applicable laws or any applicable order of any governmental body or self-regulatory organization which supervises or regulates any business of VTI or its subsidiaries;

o the absence of conflict between the requirements of the merger agreement and VTI's obligations under the certificate of incorporation or bylaws of VTI or any of its subsidiaries, any laws or orders of any governmental body or self-regulatory organization which supervises or regulates any business of VTI or any of its subsidiaries or any contract to which VTI or any of its subsidiaries is a party, except where such conflicts could not reasonably be expected to have a material adverse effect on VTI;

o except as described in the merger agreement, the absence of any required consents, approvals, actions or filings with any governmental body or self-regulatory organization which supervises or regulates any business of VTI or any of its subsidiaries or under any contract to which VTI or any of its subsidiaries is a party, other than such consents, approvals actions or filings which the failure to obtain could not, individually or in the aggregate be expected to have a material adverse effect on VTI;

o the absence of litigation that could materially harm VTI;

o VTI's compliance with applicable laws respecting employment practices, terms and conditions of employment and the absence of unfair labor practice charges or complaints against VTI;

o absence of undisclosed liabilities;

o the engagement and payment of any finder's fee, brokerage commission or similar payment in connection with the merger;

o the absence of any agreement or arrangement to sell the assets or any stock of VTI or any merger, consolidation or other reorganization of VTI or any of its significant subsidiaries;

o matters relating to VTI's benefit plans and the Employee Retirement Income Security Act;

o environmental matters;

o intellectual property and year 2000 matters;

o VTI's relations with its ten largest customers;

o transactions with affiliates;

o management and accountant letters;

o the accuracy of information supplied by VTI in connection with this joint proxy statement/prospectus and the registration statement of which it is a part;

o the filing of tax returns and payment of taxes and other similar matters;

o documents filed by VTI with the SEC, the accuracy of the information disclosed in those documents and the preparation of the financial statements contained in those documents;

o legality of payments made by VTI;

o financial and other information provided to ACC and the accuracy of the information provided;

o the status of VTI's accounts and notes receivable and its accounts and notes payable;

o filing of reports with any governmental body or self-regulatory organization which supervises or regulates any business of VTI; and

o stockholder voting requirements necessary to approve the merger.

COVENANTS

VTI has agreed that prior to the effective time it will carry on its business in the ordinary course and will not, in general terms, do any of the following without ACC's consent:

o issue, deliver, sell, dispose of, pledge or otherwise encumber any additional shares of its capital stock or any securities or rights convertible into or exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, other than issuances of shares of stock upon exercise of options or warrants outstanding on the date of the merger agreement or as otherwise disclosed in the merger agreement;

o redeem, repurchase or otherwise acquire, or propose to redeem, repurchase or otherwise acquire any of its outstanding securities or any option with respect thereto;

o except for the two for one reverse split of its outstanding common stock discussed hereunder, split, combine, subdivide, reclassify or other similar action with respect to any of its shares of capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or declare, set aside for payment or pay any dividend or distribution or other payments to stockholders, other than in a manner consistent with past practices;

o increase cash compensation or benefits to a director, officer or any employee or enter into or amend any existing employment agreement with any director, officer or employee;

o enter into a new benefit plan or materially change an existing plan, unless VTI is required to do so by applicable law;

o enter into any contract or amend or modify any existing contract, or engage in any new transaction with any affiliate of VTI or any of its subsidiaries;

o adopt a plan of complete or partial liquidation, or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of VTI or any of its subsidiaries, other than the merger;

o make any acquisition, by means of merger, consolidation, purchase of a substantial equity interest in or a substantial portion of the assets of, or otherwise, of any business or corporation, partnership, association or other business organization or division thereof or any other assets;

o adopt or propose any amendments to its certificate of incorporation or bylaws, except as contemplated by the merger agreement;

o incur any indebtedness for borrowed money or guarantee any such indebtedness, make any loans, advances or capital contributions to, or investments in, any other person (other than to VTI or any wholly owned subsidiary of VTI) or voluntarily purchase, cancel, prepay or otherwise provide for a complete or partial discharge in advance of a scheduled repayment date with respect to, or waive any right under, any indebtedness for borrowed money, other than under any existing credit facilities;

o make any change in the lines of business in which it participates or is engaged;

o enter into any agreement providing for acceleration of payment or performance or other consequence as a result of a change of control of VTI or its subsidiaries;

o enter into any contract, arrangement or understanding requiring the purchase of equipment, materials, supplies or services and for the expenditure of greater than $25,000 which is not cancelable without penalty on 30 days' or less notice;

o permit any material change in pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or tax practice or policy or any method or calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes; make any material tax election or settle or compromise any material income tax liability with any governmental body or regulatory authority, except as required under applicable law;

o sell, lease, grant any security interest in or otherwise dispose of or encumber any of its assets or properties, except for sales of inventory in the ordinary course of business;

o take any action that would cause any representations of VTI not to be true in all material respects from and after the date hereof until the effective time;

o fail to maintain in full force the insurance policies in effect on the date hereof or change any self-insurance program in effect in any material respect;

o in the event that a claim is made for damage, which damage would have a material adverse effect during the period prior to the effective time which is covered by such insurance, fail to promptly notify ACC of the pendency of such a claim;

o do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any contract or commitment of VTI or any of its subsidiaries;

o fail to duly comply in all material respects with all laws and orders applicable to it and its properties, operations, business and employees; or

o authorize, recommend, propose or announce an intention to do any of the above, or enter into any contract to do any of the above.

ACC has agreed that during the period leading up to the effective time it will carry on its business in the ordinary course consistent with past practice and will comply in all material respects with all laws and orders of all governmental bodies or regulatory authorities applicable to it.

VTI and ACC have mutually agreed that they will not take any action that would prevent the satisfaction of any precondition to the closing of the merger. They have also each agreed to promptly advise each other of any representation or warranty becoming untrue, or of any event likely to lead to a material adverse change in its business.

NO SOLICITATION

VTI has agreed not to take actions to solicit, encourage, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an "acquisition transaction" by any "potential acquiror". VTI has also agreed to immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any "acquisition transaction".

REASONABLE EFFORTS

ACC and VTI have agreed to use all reasonable efforts to bring about the merger.

CONDITIONS

Neither VTI nor ACC will be obligated to complete the merger unless certain conditions are satisfied or are waived, including the following:

o holders of the requisite majority of VTI common stock and ACC common stock must approve the merger agreement;

o all necessary government approvals must have been obtained;

o no court or administrative body will have issued or have pending an injunction or other order, decree or ruling that would prohibit or restrict the completion of the merger;

o no order suspending approval of this proxy statement shall have been issued and no action, suit proceeding or investigation by the SEC to suspend such approval shall have been initiated and be continuing, and all necessary approvals under state securities laws or the Securities and Exchange Act relating to the issuance of the common stock to the ACC shareholders in the merger shall have been received; and

o ACC and VTI must have received opinions from Morrison & Foerster and Burns & Levinson that the merger will qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF ACC

The obligations of ACC to effect the merger are also subject to the satisfaction or waiver of the following additional conditions:

o VTI's representations and warranties remain true on the closing date in all material respects;

o VTI has performed in all material respects all of its obligations;

o each current member of the VTI board of directors shall have submitted his resignation;

o the employment agreement between VTI and Franklin A. Reece, III shall have been terminated on terms reasonably satisfactory to ACC;

o VTI shall have provided evidence reasonably acceptable to ACC that it has no debt or liabilities other than (i) current liabilities incurred in the ordinary course of business; (ii) as disclosed in VTI's most recent quarterly report on Form 10-Q; (iii) under VTI's senior bank facility, or
(iv) as otherwise disclosed to ACC in writing;

o VTI shall have disposed of US TeleCenters, Inc. and Vermont Network Services Corporation, in accordance with the merger agreement;

o ACC shall have received evidence satisfactory to it that a private placement of not less than $4,000,000 of equity securities (including the conversion of any outstanding debt securities of VTI into equity) of the surviving corporation of the merger, on terms acceptable to ACC, shall close immediately following consummation of the merger;

o ACC shall have received evidence satisfactory to it that those noteholders who provided subordinated debt to VTI pursuant to a subordinated loan and security agreement dated November 17, 1999 have agreed to forbear payments on such subordinated debt until its scheduled maturity date of June 30, 2000;

o ACC shall have received lock-up agreements from each of each of Franklin
A. Reece, III, William Shea and Paul O'Brien in the form attached hereto;

o the VTI voting agreements shall have been observed and continue to be in full force and effect;

o VTI shall have taken all necessary corporate proceedings in connection with the transactions contemplated under the merger agreement and all documents incident thereto shall be reasonably satisfactory to ACC and its legal counsel;

o ACC shall have received executed copies of the escrow agreement from each of Franklin A. Reece, III, William Shea and Paul O'Brien and VTI;

o the shares of VTI common stock to be issued to ACC shareholders under the merger agreement shall have been approved for listing on NASDAQ, subject only to official notice of issuance;

o ACC shall have received a written opinion of an investment banking firm to the effect that the financial terms of the merger are fair from a financial point of view to ACC and its shareholders; and

o the amended and restated certificate of incorporation in the form attached hereto shall have been filed with the Delaware Secretary of State and the amended and restated bylaws in the form attached hereto shall have been adopted.

ADDITIONAL CONDITIONS TO THE OBLIGATIONS OF VTI

VTI is not obligated to complete the merger unless the following additional conditions are satisfied or waived by VTI:

o the representations and warranties of ACC remain true on the closing date in all material respects;

o ACC has performed in all material respects all its obligations;

o ACC shall have taken all necessary corporate proceedings in connection with the transactions contemplated under the merger agreement and all documents incident thereto shall be reasonably satisfactory to VTI and its counsel;

o the ACC voting agreement shall have been observed and continues to be in full force; and

o VTI shall have received a written opinion of HCW, or another investment banking firm, to the effect that the financial terms of the merger are fair from a financial point of view to VTI and its stockholders.

If a condition is not satisfied because a party failed to use reasonable efforts to bring the merger to a close, the same party cannot use the failure of the condition to avoid its obligations under the merger agreement.

TERMINATION

Termination Generally. The merger agreement may be terminated by VTI or ACC at any time after February 29, 2000 unless the closing has occurred on or prior to such date, unless the failure of such occurrence shall be due to a failure of the party seeking to terminate the merger agreement to perform or observe its agreements and conditions set forth in the merger agreement at or before the closing. The merger agreement may be terminated as follows:

o by mutual written consent of VTI and ACC;

o by either VTI or ACC:

o in accordance with termination rights specifically provided in the merger agreement;

o in the event that any condition precedent to the closing of the merger has not been or cannot be satisfied within the time periods (including any grace or cure periods) and in the manner provided in the merger agreement; and

o in the event that a party breaches in some material respect a representation, warranty or covenant contained in the merger agreement and such party fails to cure or demonstrate an ability to cure such breach within 15 days.

Effect Of Termination; Expenses; Termination Fee. If the merger agreement terminates, VTI and ACC will each continue to have an obligation to keep the other party's nonpublic information confidential, and the parties will have the obligation to share equally the costs and expenses incurred in connection with the filing, printing and mailing of this joint proxy statement/prospectus. In addition, VTI may be required to pay ACC a termination fee of $1 million if ACC terminates the merger agreement in accordance with the terms of the merger agreement after VTI has participated in negotiations or discussions regarding a takeover proposal or other similar business transaction in material breach of the merger agreement. No termination fee will be due unless within nine months following the termination of the merger agreement VTI enters into a definitive agreement or consummates a takeover proposal of a type described in the merger agreement that was made during the term of the merger agreement.

AMENDMENT

The merger agreement may be amended, either before or after the stockholders of ACC or VTI approve the merger, by an instrument in writing signed by the parties. However, after the stockholders of either party approve the merger, any later amendment which by law requires stockholder approval may only be made with such approval.

AMENDMENT AND RESTATEMENT OF VTI'S CERTIFICATE OF INCORPORATION

AMENDMENT OF VTI'S CERTIFICATE OF INCORPORATION

VTI's board of directors recommends an amendment to VTI's certificate of incorporation to provide for a 2 for 1 reverse split of the outstanding common stock. The VTI board believes that the reverse split will return Wire One's stock price to a more attractive price in the marketplace. In addition, upon consummation of the reverse split, fewer shares of stock will be issued and outstanding, thus providing additional shares of common stock for use in future acquisitions and other purposes.

VOTE REQUIRED

The adoption of the proposed amendment of VTI's certificate of incorporation will require the affirmative vote of the holders of a majority of the outstanding shares of VTI common stock.

RECOMMENDATION OF THE BOARD

The board of directors of VTI recommends a vote FOR the adoption of the proposed amendment of the Certificate of Incorporation.

AMENDMENT AND RESTATEMENT OF VTI'S CERTIFICATE OF INCORPORATION

VTI's board of directors also recommends an amendment and restatement of its certificate of incorporation in the form attached hereto, the terms of which are incorporated by reference herein, which will, among other things, have the effect of increasing the number of authorized shares of common stock by 80 million shares to 100 million shares.

Although currently authorized shares are sufficient to meet all known present requirements (other than the merger), VTI's board of directors believes that VTI should have the flexibility to issue additional shares of common stock without further stockholder action. In particular, the availability of additional shares of common stock will enhance VTI's flexibility in connection with possible future actions such as stock dividends, stock splits, financings, employee benefit programs, corporate mergers, or other corporate purposes. VTI has made no specific plans, commitments or understandings to issue the additional shares to be authorized by the amended and restated certificate of incorporation.

VTI could also use authorized shares of common stock in excess of shares outstanding to make a change in control of VTI more difficult. For example, such shares could be sold to purchasers who might side with the board of directors in opposing a takeover bid that the board of directors determines is not in the best interests of VTI and its stockholders. Such a sale could have the effect of discouraging an attempt by another person or entity, through the acquisition of a substantial number of shares of VTI common stock, to acquire control of VTI, since the issuance of new shares could be used to dilute the stock ownership of the acquiror. VTI's board of directors has no current intention to use the additional shares of common stock to impede a takeover attempt. VTI's board of directors will decide whether, when and on what terms the issuance of shares of common stock is warranted in connection with any of the foregoing purposes.

If the proposed amended and restated certificate of incorporation is adopted, all or any of the authorized shares of common stock may be issued in the future for such corporate purposes and such consideration as the VTI board of directors deems advisable from time to time, without further action by the stockholders of VTI and without first offering such shares to the stockholders for subscription.

The changes described above constitute the material differences between VTI's current certificate of incorporation and the proposed amended and restated certificate of incorporation, but does not purport to be a complete statement of all such differences, or a complete description of the specific provisions referred to in this summary. The identification of specific differences is not intended to indicate that other equally or more significant differences do not exist. Stockholders should read carefully the relevant provisions of VTI's current certificate of incorporation and the proposed amended and restated certificate of incorporation.

VOTE REQUIRED

The adoption of the proposed amendment and restatement of VTI's certificate of incorporation will require the affirmative vote of the holders of a majority of the outstanding shares of common stock.

RECOMMENDATION OF THE BOARD

The board of directors of VTI recommends a vote FOR the adoption of the proposed amendment and restatement of the certificate of incorporation.

AMENDMENT AND RESTATEMENT OF VTI'S BYLAWS

VTI's board of directors recommends an amendment and restatement of its bylaws in the form attached hereto, the terms of which are incorporated by reference herein. The following description summarizes the material differences between VTI's current bylaws and the proposed amended and restated bylaws, but does not purport to be a complete statement of all such differences, or a complete description of the specific provisions referred to in this summary. The identification of specific differences is not intended to indicate that other equally or more significant differences do not exist. Stockholders should read carefully the provisions of VTI's current bylaws and the proposed amended and restated bylaws.

NUMBER OF DIRECTORS

VTI's bylaws. VTI's current bylaws provide for the number of directors to be determined by resolution of VTI's board of directors or by the stockholders at the annual meeting of stockholders.

VTI's proposed amended and restated bylaws. VTI's proposed amended and restated bylaws provide that the number of directors will not be less than one nor more than 15, the exact number to be determined by a resolution of VTI's board of directors.

NOTICE OF STOCKHOLDER ACTIONS

VTI's bylaws. VTI's current bylaws are silent with respect to stockholder advance written notice of nominations for election of directors and to properly bring business before an annual meeting of stockholders.

VTI's proposed amended and restated bylaws. VTI's proposed amended and restated bylaws provide that a stockholder must give advance written notice of nominations for election of directors and to properly bring business before an annual meeting of stockholders.

Nominations of persons for election to VTI's board of directors must generally be made at a meeting of stockholders by the board of directors. If made other than by or at the direction of the board of directors, written notice must generally be delivered to or mailed and received at the principal executive offices not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. Specific information regarding the nomination must be included in the stockholder notice.

For business to be properly brought before an annual meeting by a stockholder under VTI's amended and restated bylaws, a stockholder's written notice must generally be delivered to or mailed and received at the principal executive offices not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. Specific information regarding the nomination must be included in the stockholder notice.

SPECIAL STOCKHOLDER MEETINGS

VTI's bylaws. VTI's current bylaws provide that special meetings of VTI's stockholders may be called by the president and must be called by the president or the secretary at the written request of a majority of the board of directors or the stockholders owning a majority in amount of the capital stock of VTI issued and outstanding.

VTI's proposed amended and restated bylaws. VTI's proposed amended and restated bylaws provide that special meetings of VTI's stockholders may be called by the chairman of the board of directors or a majority of the board of directors.

VOTE REQUIRED

The adoption of the proposed amendment and restatement of VTI's bylaws will require the affirmative vote of the holders of a majority of the outstanding shares of common stock.

RECOMMENDATION OF THE BOARD

The board of directors of VTI recommends a vote FOR the adoption of the proposed amendment and restatement of its bylaws.

MANAGEMENT OF WIRE ONE FOLLOWING THE MERGER

NAME                             AGE   POSITION
----                             ---   --------
Richard Reiss(1)                 42    Chairman, President and Chief Executive Officer.
Scott Tansey                     36    Chief Financial Officer, Vice President, Finance
                                       and Treasurer
Leo Flotron                      39    Vice President, Sales and Marketing of Videoconferencing Products
Joseph Scotti                    38    Vice President, Sales and Marketing of Voice Products
Robert B. Kroner(1)(3)           70    Vice President and Director
Andrea Grasso                    39    Secretary and Director
Louis Capolino(1)                57    Director
Eric Friedman(2)(4)              51    Director
Dean Hiltzik(1)(3)(4)            46    Director
Peter N. Maluso(1)(2)(3)(4)      44    Director

RICHARD REISS, CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr. Reiss will be Wire One's Chairman of the Board of Directors, President and Chief Executive Officer upon completion of the Merger. Mr. Reiss has served as ACC's Chairman of the Board of Directors, President and Chief Executive Officer since ACC's formation in 1991.

SCOTT TANSEY, CHIEF FINANCIAL OFFICER, VICE PRESIDENT, FINANCE AND TREASURER. Mr. Tansey will be Wire One's Chief Financial Officer and Vice President, Finance upon completion of the Merger. Mr. Tansey joined ACC as Vice President, Finance in December 1996 and became Chief Financial Officer in October 1999. From 1992 until he joined ACC, Mr. Tansey served as Director, Finance and Administration, of Data Transmission Services, Inc., a closely-held long distance wireless data communications provider. Mr. Tansey received a B.S. degree in Accounting from Rider College, Lawrenceville, New Jersey, and an M.B.A. degree in Finance from Fairleigh Dickinson University, Madison, New Jersey. He is a certified public accountant.

LEO FLOTRON, VICE PRESIDENT, SALES AND MARKETING OF VIDEOCONFERENCING PRODUCTS. Mr. Flotron will be Wire One's Vice President, Sales and Marketing of Videoconferencing Products upon completion of the Merger. Mr. Flotron joined ACC in October 1995 as Vice President, Sales and Marketing of Videoconferencing Products, in charge of sales and marketing for videoconferencing and network products. From 1988 to 1995, Mr. Flotron held numerous positions with Sony Electronics, Inc., and has served as ACC's liaison with Sony throughout the United States. Mr. Flotron holds a B.S. degree in Business from the University of Massachusetts in Amherst, and an M.S. degree in Finance from Louisiana State University.

JOSEPH SCOTTI, VICE PRESIDENT, SALES AND MARKETING OF VOICE

PRODUCTS. Mr. Scotti will be Wire One's Vice President, Sales and Marketing of Voice Products upon completion of the Merger. Mr. Scotti joined ACC in August 1995 as Vice President, Sales and Marketing of Voice Products dealing with all aspects of voice communications. From 1990 to 1995, Mr. Scotti held numerous sales and sales management positions with Northern Telecom. Mr. Scotti received a B.S. degree in Marketing from St. Peters College.

ROBERT B. KRONER, VICE PRESIDENT AND DIRECTOR. Mr. Kroner will be a member of Wire One's Board of Directors upon completion of the Merger. Mr. Kroner has served as a member of the Board of Directors of ACC since 1991 and as Vice President and General Counsel of ACC since 1997. Prior to 1997, Mr. Kroner was self-employed as an attorney. Mr. Kroner received his LLB degree from Harvard Law School and holds an L.L.M. degree from New York University Graduate School of Law.

ANDREA GRASSO, SECRETARY AND DIRECTOR. Ms. Grasso will be a member of Wire One's Board of Directors upon completion of the Merger. Ms. Grasso has served as Secretary of ACC since 1995 and has been a member of the Board of Directors since 1996. She has also served as Office Administrator of the Company since 1991.

LOUIS CAPOLINO, DIRECTOR. Mr. Capolino will be a member of Wire One's Board of Directors upon completion of the Merger. Mr. Capolino has been a member of the Board of Directors of ACC since November 1999. Since January 1995, Mr. Capolino has served as President of Comcap Corporation, a communications consulting company. Mr. Capolino received a B.S. degree in marketing from Montclair State University.

ERIC FRIEDMAN, DIRECTOR. Mr. Friedman will be a member of Wire One's Board of Directors upon completion of the Merger. Mr. Friedman has been a member of the Board of Directors of ACC since December 1996. He has served as Vice-President and Treasurer of Chem International, Inc., a publicly held company, since June 1996. From June 1978 through May 1996, Mr. Friedman was a partner at Shachat and Simpson, a certified public accounting firm. Mr. Friedman received a B.S. degree from the University of Bridgeport and is a certified public accountant.

DEAN HILTZIK, DIRECTOR. Mr. Hiltzik will be a member of Wire One's Board of Directors upon completion of the Merger. He has been a member of the Board of Directors of ACC since October 1999. Mr. Hiltzik, a certified public accountant, is a partner and manager of the securities practice at Schneider Ehrlich & Associates LLP ("Schneider Ehrlich"), which he joined in 1979. Schneider Ehrlich provides tax and consulting services to ACC. Mr. Hiltzik received his B.A. from Columbia University in 1974 and his M.B.A. in Accounting from Hofstra University in 1979.

PETER N. MALUSO, DIRECTOR. Mr. Maluso will be a member of Wire One's Board of Directors upon completion of the Merger. Mr. Maluso has been a member of the Board of Directors of ACC since December 1996. Since 1995, Mr. Maluso has been employed as a Principal at International Business Machines, Inc. ("IBM"), responsible for IBM's Global Services Legacy Transformation Consulting practice in the northeastern United States. Prior thereto, from 1988 to 1995, Mr. Maluso was a Senior Manager for KPMG Peat Marwick's strategic services practice in New Jersey. Mr. Maluso received his B.A. degree in Economics from Muhlenberg College and holds an M.B.A. degree in Finance from Lehigh University. He is a certified public accountant.

BOARD OF DIRECTORS

Mr. Friedman and Ms Grasso will serve as Class I directors until the first annual meeting of Wire One stockholders. Messrs. Kroner and Maluso will serve as Class II directors and their term will expire upon the anniversary of the first annual meeting of the Wire One stockholders. Messrs. Reiss, Hiltzik and Capolino will serve as Class III directors and their term will expire upon the second anniversary of the first meeting of Wire One stockholders. Upon election at an annual meeting of stockholders, directors will serve a three year term.

EXECUTIVE COMMITTEE

ACC currently maintains, and immediately following the closing Wire One will establish and maintain, an Executive Committee consisting of Richard Reiss, Peter Maluso, Louis Capolino, Robert Kroner and Dean Hiltzik. Each non-employee member of ACC's executive committee receives, and will continue to receive as a member of the Wire One Executive Committee, options to purchase 500 shares of common stock for each meeting attended. The Executive Committee, to the extent permitted by law, will have and may exercise when the Board of Directors is not in session all powers of the board in the management of the business and affairs of Wire One, except such committee shall not have the power or authority to approve or recommend to the stockholders any action which must be submitted to stockholders for approval under the Delaware General Corporation Law.

AUDIT COMMITTEE

ACC currently maintains, and immediately following the closing Wire One will establish and maintain, an Audit Committee consisting of Eric Friedman, Peter Maluso and Louis Capolino. Each non-employee member of ACC's Audit Committee receives, and will continue to receive as a member of the Wire One audit committee, options to purchase 500 shares on common stock for each meeting attended. The Audit Committee will consult and meet with Wire One's auditors and its Chief Financial Officer and accounting personnel, review potential conflict of interest situations, where appropriate, and report and make recommendations to the full Board of Directors regarding such matters.

COMPENSATION COMMITTEE

ACC currently maintains, and immediately following the closing Wire One will establish and maintain, a Compensation Committee consisting of Robert Kroner, Dean Hiltzik and Peter Maluso. Each non-employee member of ACC's Compensation Committee receives, and will continue to receive as a member of the Wire One Compensation Committee, options to purchase 500 shares on common stock for each meeting attended. The Compensation Committee will be responsible for supervising Wire One's executive compensation policies, reviewing officers' salaries, approving significant changes in employee benefits and recommending to the Board of Directors such other forms of remuneration as it deems appropriate.

STOCK OPTION COMMITTEE

ACC currently maintains, and immediately following the closing Wire One will establish and maintain, an Employee Stock Option Committee consisting of Dean Hiltzik, Eric Friedman and Peter Maluso. Each non-employee member of ACC's Employee Stock Option Committee receives, and will continue to receive as a member of the Wire One Employee Stock Option Committee, options to purchase 500 shares on common stock for each meeting attended. The Stock Option Committee will be responsible for administering Wire One's employee incentive plans and recommending to the Board of Directors such other forms of remuneration as it deems appropriate.

THE MERGER

2.1. The Merger. Subject to the terms and conditions hereof, at the Effective Time and in accordance with the provisions of this Agreement and the applicable provisions of the DGCL and the NJBCA, ACC shall be merged with and into VTI which shall continue as the surviving corporation (the "Surviving Corporation"). Thereupon the separate corporate existence of ACC shall cease, and the Surviving Corporation shall continue existence under the laws of the State of Delaware.

2.2. Effective Time of the Merger. On or prior to the Closing Date, the parties hereto will cause the Certificate of Merger, satisfactory to the parties hereto, to be duly prepared, executed and verified on behalf of each Constituent Corporation and to be filed with (i) the Secretary of State of the State of Delaware, as provided in Section 215(c) of the DGCL, and (ii) the Secretary of State of the State of New Jersey, as provided in Section 14A:10-4.1 of the NJBCA, the Merger shall become effective on the Closing Date.

2.3. Surviving Corporation.

(a) Certificate of Incorporation and Bylaws. The Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of VTI, each as in effect immediately prior to the Effective Time and attached hereto as Exhibits A and B, respectively, shall be the Certificate of Incorporation and Bylaws of the Surviving Corporation and thereafter shall continue to be its Certificate of Incorporation and Bylaws until amended as provided therein and under the provisions of the DGCL.

(b) Effect of the Merger. Subject to the foregoing, the effects of the Merger shall be as provided in the applicable provisions of the DGCL and the NJBCA.

(c) Name of Surviving Corporation. The name of the Surviving Corporation shall be "Wire One Technologies, Inc."

ARTICLE 3

MERGER CONSIDERATION;
STATUS AND CONVERSION OF SHARES

3.1. Conversion of Shares in the Merger. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Share other than shares of ACC Common Stock held in treasury or by VTI or any other Subsidiary of VTI other than in a fiduciary capacity shall be converted into a right to receive 3.3 shares of VTI Common Stock.

3.2. Status of Treasury Shares. At the Effective Time, each share of ACC Common Stock, if any, held in treasury or by VTI or any other Subsidiary of VTI (other than in a fiduciary capacity) immediately prior to the Effective Time shall be canceled and retired and no payment shall be made with respect thereto.

3.3. Status of ACC Units. Each ACC Unit shall be deemed converted into ACC Common Stock and ACC Warrants in the amounts set forth under its terms.

3.4. Status of Options. Each ACC Option and ACC Warrant (whether vested or unvested) outstanding on the Closing Date for the purchase of shares of ACC Common Stock, whether or not granted under the ACC Plan,

shall be exchanged as of the Effective Time for an Option to purchase, in lieu of each share of ACC Common Stock purchasable thereunder, 3.3 shares of VTI Common Stock.

3.5. Deposit of VTI Common Stock in Escrow; Payment for Shares in the Merger. The manner of making payment for and conversion of Shares in the Merger shall be as follows:

(a) At the Effective Time, VTI shall make available to the Exchange Agent for the benefit of those Persons who immediately prior to the Effective Time were the holders of Shares, the aggregate Merger Consideration and such additional funds as may be payable in lieu of fractional Shares pursuant to Section 3.6. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the shares of VTI Common Stock to be issued as Merger Consideration pursuant to the terms of
Section 3.1 and this Section 3.5. The Merger Consideration shall not be used for any other purpose.

(b) On the Closing Date, ACC, VTI, the Escrow Agent (as defined in the Escrow Agreement) and the Indemnifying Shareholders (as defined in the Escrow Agreement) shall enter into the Escrow Agreement, substantially in the form attached hereto as Exhibit C (the "Escrow Agreement"). On the Closing Date, each Shareholder shall deliver to the Escrow Agent certificates representing 50,000 shares of VTI Common Stock beneficially owned by each such Indemnifying Shareholder for an aggregate of 150,000 shares of VTI Common Stock (the "Escrow Shares") for the purpose of securing the indemnification obligations of the Shareholders set forth in this Agreement. The Escrow Shares shall be held by the Escrow Agent under the Escrow Agreement for a period of twelve months (or longer, in certain circumstances) pursuant to the terms thereof. The Escrow Shares shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement. The Escrow Agent shall be chosen by ACC and VTI and all escrow expenses shall be the responsibility of VTI.

(c) Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and any other required documents, the holder of such Certificates shall be entitled to receive for each of the Shares represented by such Certificates the Merger Consideration issuable therefor pursuant to this Article 3, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, the Certificates shall represent solely the right to receive the portion of the Merger Consideration payable pursuant to this Article 3 and any cash in lieu of fractional shares of VTI Common Stock as contemplated by Section 3.6, with respect to each of the Shares represented thereby. No dividends or other distributions that are declared after the Effective Time on securities issued pursuant to this Article 3 and payable to the holders of record thereof after the Effective Time will be paid to Persons entitled by reason of the Merger to receive such securities until such Persons surrender their Certificates. Upon such surrender, there shall be paid to the Person in whose name the VTI Common Stock is issued pursuant to this Article 3 any dividends or other distributions having a record date after the Effective Time and payable with respect to such securities between the Effective Time and the time of such surrender. After such surrender there shall be paid to the Person in whose name the VTI Common Stock is issued pursuant to this Article 3 any dividends or other distributions on such securities which shall have a record date after the Effective Time and prior to such surrender and a payment date after such surrender, with such payment being made on such payment date. In no event shall the Persons entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. If any certificate representing VTI Common Stock issued pursuant to this Article 3 is to be paid to or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such VTI Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of Shares for any VTI Common Stock issued pursuant to this

Article 3 or dividends thereon or, in accordance with Section 3.6, proceeds of the sale of fractional interests, delivered to a public official pursuant to applicable escheat law. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the VTI Common Stock issued pursuant to this Article 3 and held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such securities for the account of the Persons entitled thereto.

(d) Any portion of the Merger Consideration and the Fractional Securities Fund which remains unclaimed by the former shareholders of ACC for two years after the Effective Time shall be delivered to VTI, upon demand of VTI, and any former shareholders of ACC shall thereafter look only to VTI for payment of their claim for the Merger Consideration for their Shares or for any cash in lieu of fractional shares included in the Merger Consideration.

3.6. Fractional Shares. No fractional shares of VTI Common Stock shall be issued in the Merger. In lieu of any such fractional securities, each holder of Shares who would otherwise have been entitled to a fraction of a share of VTI Common Stock upon surrender of Certificates for exchange pursuant to this Article 3 will be paid an amount in cash (without interest) equal to such holder's proportionate interest in the net proceeds from the sale or sales in the open market by the Exchange Agent, on behalf of all such holders, of the Excess Shares representing the aggregation of all fractional interests created pursuant to this Article 3. As soon as practicable following the Effective Time, the Exchange Agent shall determine the excess of (i) the number of full shares of VTI Common Stock delivered to the Exchange Agent by VTI over (ii) the aggregate number of full shares to be distributed to holders of Shares (such excess being herein called the "Excess Shares"), and the Exchange Agent, as agent for the former holders of Shares, shall sell the Excess Shares at the prevailing prices on NASDAQ. The sale of the Excess Shares by the Exchange Agent shall be executed on NASDAQ through one or more participating firms of NASDAQ and shall be executed in round lots to the extent practicable. VTI shall pay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares. Until the net proceeds of such sale have been distributed to the former stockholders of ACC, the Exchange Agent will hold such proceeds in trust for such former stockholders (the "Fractional Securities Fund"). As soon as practicable after the determination of the amount of cash to be paid to former stockholders of ACC in lieu of any fractional interests, the Exchange Agent shall pay such amounts to such former stockholders in accordance with the terms of this Agreement.

3.7. Transfer of Shares after the Effective Time. No transfers of Shares shall be made on the stock transfer books of ACC after the close of business on the day prior to the date of the Effective Time.

3.8. Closing. The Closing shall, subject to the terms and conditions set forth herein, including, without limitation, the satisfaction or waiver of the conditions set forth in Article 8, take place at the offices of Morrison & Foerster, LLP in New York, New York at the Effective Time, which shall occur as soon as practicable after all of the conditions to closing specified in this Agreement have been satisfied or waived by the party or parties permitted to do so, and in any event no later than February 29, 2000. The date of the Closing is sometimes referred to herein as the "Closing Date."

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF VTI

VTI hereby represents and warrants to ACC as follows:

4.1. Organization of VTI. VTI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, has full corporate power and authority to conduct its business as and to the extent it is presently being conducted and as and to the extent proposed by VTI to be conducted, and to own, lease and operate its properties and assets. VTI is duly qualified, licensed or admitted to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification, licensing or admission necessary and where the failure to be so qualified, licensed or admitted has or could reasonably be expected to have a VTI Material Adverse Effect. Each jurisdiction in which VTI is qualified to do business as a foreign corporation is listed in

Section 4.1 of the VTI Disclosure Schedule. Except for VTI's Subsidiaries, VTI does not directly or indirectly own any material equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any material equity or similar interest in, any corporation, partnership, joint venture or other business association or entity other than portfolio securities acquired by VTI in the ordinary course of business.

4.2. Authorization. VTI has all necessary corporate power and authority to enter into this Agreement, has taken all corporate action necessary to consummate the transactions contemplated hereby and, subject to obtaining the VTI Stockholders' Approval, to perform its obligations hereunder. The execution, delivery and performance of this Agreement by VTI and the consummation by VTI of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of VTI. Subject to Section 6.4, the Board of Directors of VTI has recommended adoption of this Agreement by the stockholders of VTI and directed that this Agreement be submitted to the stockholders of VTI for their consideration, and no other corporate proceedings on the part of VTI or its stockholders are necessary to authorize the execution, delivery and performance of this Agreement by VTI and the consummation by VTI of the transactions contemplated hereby, other than obtaining the VTI Stockholders' Approval. This Agreement has been duly and validly executed and delivered by VTI and constitutes a legal, valid and binding obligation of VTI enforceable against VTI in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

4.3. Subsidiaries. Section 4.3 of the VTI Disclosure Schedule sets forth a complete and accurate list of all of VTI's Subsidiaries, and indicates VTI's ownership interest in each. Section 4.3 of the VTI Disclosure Schedule also sets forth the jurisdiction of incorporation of each of VTI's Subsidiaries, each jurisdiction in which such Subsidiary is qualified, licensed or admitted to do business and the number of shares of capital stock of such Subsidiary authorized and outstanding. Each Subsidiary of VTI (i) is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the full power and authority to own, lease or operate its properties and assets and conduct its business as and to the extent currently conducted, except where the failure to be duly organized, validly existing and in good standing does not have, and could not reasonably be expected to have, a VTI Material Adverse Effect, and (ii) is duly qualified, licensed or admitted and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification, license or admission necessary, except where the failure to be so qualified, licensed or admitted does not have and could not reasonably be expected to have a VTI Material Adverse Effect.

4.4. Capital Stock.

(a) As of the date hereof, the authorized capital stock of VTI consists solely of (i) 20,000,000 shares of VTI Common Stock, of which (A) 7,921,135 shares are issued and outstanding, (B) no shares are held in the treasury of VTI, (C) 1,673,778 shares are reserved for issuance pursuant to outstanding Options and (D) 1,721,000 shares are reserved for issuance pursuant to outstanding warrants, and (ii) 5,000,000 shares of preferred stock, none of which shares are issued and outstanding. Except for shares of the VTI Common Stock issued or issuable upon exercise of outstanding Options, and except as contemplated by Section 6.1(a) since the Balance Sheet Date, there has not been, and as of the Closing Date there will not have been, any change in the number of issued and outstanding shares of the VTI Common Stock or material change in the number of shares of the VTI Common Stock held in treasury or reserved for issuance since such date. All of the issued and outstanding shares of the VTI Common Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except as described in this Section 4.4, there are no outstanding Options obligating VTI or any of its Subsidiaries to issue or sell any shares of capital stock of VTI or to grant, extend or enter into any Option with respect thereto.

(b) All of the outstanding shares of capital stock of each Subsidiary of VTI are duly authorized, validly issued, fully paid and nonassessable and are owned, beneficially and of record, by VTI or a Subsidiary of VTI, free and clear of any Liens. There are no (i) outstanding Options obligating VTI or any of its Significant Subsidiaries to issue or sell any shares of capital stock of any Significant Subsidiary of VTI or to grant, extend or enter into any such Option or (ii) voting trusts, proxies or other commitments, understandings, restrictions or

arrangements in favor of any person other than VTI or any of its Wholly-Owned Subsidiaries with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any Subsidiary of VTI.

(c) There are no outstanding contractual obligations of VTI or any Subsidiary of VTI to repurchase, redeem or otherwise acquire any material number of shares of the VTI Common Stock or any capital stock of any Subsidiary of VTI or to provide a material amount of funds to, or make any material investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of VTI or any other Person.

(d) The shares of VTI Common Stock issued pursuant to Article 3 will, when issued, be duly authorized, validly issued, fully paid and nonassessable and no stockholder of VTI will have any preemptive right of subscription or purchase in respect thereof. The shares of VTI Common Stock will, when issued, be registered under the Securities Act and the Exchange Act and registered or exempt from registration under any applicable state securities laws and will be approved for listing upon official notice issuance by NASDAQ.

4.5. Government Approvals; Compliance with Laws and Orders.

(a) VTI and each of its Significant Subsidiaries has obtained from the appropriate Governmental Bodies or self-regulatory organizations which are charged with regulating or supervising any business conducted by VTI or any Subsidiary of VTI all permits, variances, exemptions, orders, approvals and licenses necessary for the conduct of its business and operations as and to the extent currently conducted (the "VTI Permits"), which VTI Permits are valid and remain in full force and effect, except where the failure to have obtained such VTI Permits or the failure of such VTI Permits to be valid and in full force and effect, individually or in the aggregate, does not have and could not reasonably be expected to have a VTI Material Adverse Effect. VTI and its Subsidiaries are in compliance with the terms of the VTI Permits, except failures so to comply which, individually or in the aggregate, do not have and could not reasonably be expected to have a VTI Material Adverse Effect.

(b) Neither VTI nor any of its Significant Subsidiaries has received notice of any Order or any complaint, proceeding or investigation of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Significant Subsidiary of VTI pending or, to the knowledge of VTI, threatened, which affects or could reasonably be expected to affect the validity of any such VTI Permit or impair the renewal thereof, except where the invalidity of any such VTI Permit or the non-renewal thereof does not have and could not reasonably be expected to have a VTI Material Adverse Effect. As of the date hereof, neither VTI nor any of its Significant Subsidiaries is a party or subject to, any agreement, consent decree or Order, or other understanding or arrangement with, or any directive of, any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Significant Subsidiary of VTI which imposes any material restrictions on or otherwise affects in any material way, the conduct of the business of VTI or any of its Significant Subsidiaries.

(c) VTI and its Subsidiaries are not and have not been in violation of or default under any Laws or Order of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Subsidiary of VTI, except for violations which, individually or in the aggregate, have not had and could not reasonably be expected to have a VTI Material Adverse Effect.

4.6. Absence of Certain Changes or Events. Except as set forth in the VTI Disclosure Schedule, since the Balance Sheet Date (i) there has not been any change, event or development (or threat thereof) which has had, or that could reasonably be expected to have, individually or in the aggregate, a VTI Material Adverse Effect, (ii) VTI and its Subsidiaries have conducted their respective businesses only in the ordinary course consistent with past practice and (iii) neither VTI nor any of its Significant Subsidiaries has taken any action which, if taken after the date hereof, would constitute a material breach of any provision of Section 7.1. Without limiting the generality of the foregoing, since the Balance Sheet Date except as described in the VTI SEC Reports filed prior to the date of this Agreement or as disclosed in the VTI Disclosure Schedule, there has not been any:

(a) change in the condition (financial or otherwise), assets, liabilities, working capital, reserves, earnings, business or prospects of VTI or any of its Subsidiaries, except for changes contemplated hereby or changes which have not, individually or in the aggregate, had a VTI Material Adverse Effect;

(b) (i) except for normal periodic increases in the ordinary course of business consistent with past practice, increase in the compensation payable or to become payable to any VTI Employee whose total cash

compensation for services rendered to VTI or any of its Subsidiaries is currently at an annual rate of more than $50,000, (ii) except in the ordinary course of business consistent with past practice, bonus, incentive compensation, service award or other like benefit granted, made or accrued, contingently or otherwise, for or to the credit of any VTI Employees,
(iii) except in the ordinary course of business consistent with past practice or as required by law, employee welfare, pension, retirement, profit-sharing or similar payment or arrangement made or agreed to by VTI or any of its Subsidiaries for any VTI Employee, provided, however, that any employee, welfare, pension, retirement profit-sharing or similar payment or arrangement made or agreed to by VTI or any of its subsidiaries for any VTI Employee pursuant to the existing plans and arrangements described in Section 4.14 of the VTI Disclosure Schedule shall be permitted, or (iv) new employment agreement to which VTI or any of its Subsidiaries is a party;

(c) except in the ordinary course of business consistent with past practice or as required by law, addition to or modification of the employee benefit plans, arrangements or practices described in Section 4.14 of the VTI Disclosure Schedule affecting VTI Employees other than
(i) contributions made for 1999 in accordance with the normal practices of VTI or its Subsidiaries or (ii) the extension of coverage to other VTI Employees who became eligible after the Balance Sheet Date;

(d) sale, assignment or transfer of any of the assets of VTI or any of its Subsidiaries, which are material, singly or in the aggregate, to VTI and its Subsidiaries, taken as a whole, other than in the ordinary course;

(e) cancellation of any indebtedness or waiver of any rights of material value to VTI and its Subsidiaries, taken as a whole, whether or not in the ordinary course of business;

(f) amendment, cancellation or termination of any Contract, license or other instrument material to VTI and its Subsidiaries, taken as a whole;

(g) capital expenditure or the execution of any lease or any incurring of liability therefor by VTI or any of its Subsidiaries, involving payments in excess of $25,000 in any 12 month period or $50,000 in the aggregate;

(h) failure to repay when due any material obligation of VTI or any of its Subsidiaries, except in the ordinary course of business or where such failure could not have a VTI Material Adverse Effect;

(i) material change in accounting methods or practices by VTI or any of its Subsidiaries affecting their respective assets, liabilities or business;

(j) material revaluation by VTI or any of its Subsidiaries of any of their respective assets, including without limitation, writing-off notes or accounts receivable which are, individually or in the aggregate, material to VTI and its Subsidiaries, taken as a whole;

(k) damage, destruction or loss (whether or not covered by insurance) having a VTI Material Adverse Effect;

(l) mortgage, pledge or other encumbrance of any assets of VTI or any of its Subsidiaries, which are material singly or in the aggregate, to VTI and its Subsidiaries taken as a whole, except purchase money mortgages arising in the ordinary course of business;

(m) declaration, setting aside or payment of dividends or distributions in respect of any capital stock of VTI or any redemption, purchase or other acquisition of any of VTI's equity securities;

(n) issuance by VTI or any of its Subsidiaries of, or commitment of VTI or any of its Subsidiaries to issue, any shares of capital stock or other equity securities or Options;

(o) indebtedness incurred by VTI or any of its Subsidiaries for borrowed money or any commitment to borrow money entered into by VTI or any of its Subsidiaries, or any loans made or agreed to be made by VTI or any of its Subsidiaries;

(p) liabilities incurred involving $50,000 or more in each instance, except in the ordinary course of business and consistent with past practice, or any increase or change in any assumptions underlying or methods of calculating any bad debt, contingency or other reserves other than in the ordinary course of business consistent with past practices;

(q) payment, discharge or satisfaction of any liabilities other than the payment, discharge or satisfaction (i) in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Balance Sheet or incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date and
(ii) of other liabilities involving not more than $25,000 singly and not more than $50,000 in the aggregate; or

(r) agreement or commitment by VTI or any of its Subsidiaries to do any of the foregoing.

4.7. Compliance with Contracts and Commitments.

(a) Section 4.7 of the VTI Disclosure Schedule contains an accurate and complete listing of each material Contract, whether written or oral, required to be described in the VTI SEC Reports or filed as exhibits thereto pursuant to the Exchange Act. Each of such Contracts (other than Contracts which have expired or terminated in accordance with the terms thereof) is in full force and effect and
(i) to the best of VTI's knowledge, neither VTI nor any of its Subsidiaries nor, to the best of VTI's knowledge, any other party thereto has breached or is in default thereunder, (ii) to the best of VTI's knowledge, no event has occurred which, with the passage of time or the giving of notice or both would constitute such a breach or default, (iii) to the best of VTI's knowledge, no claim of material default thereunder has been asserted or threatened and (iv) neither VTI nor any of its Subsidiaries nor, to the knowledge of VTI, any other party thereto is seeking the renegotiation thereof or substitute performance thereunder, except where such breach or default, or attempted renegotiation or substitute performance, individually or in the aggregate, does not have and could not reasonably be expected to have a VTI Material Adverse Effect.

(b) Neither VTI nor any Subsidiary of VTI is in violation of any term of
(i) its Certificate of Incorporation, By-laws or other organizational documents,
(ii) any agreement or instrument related to indebtedness for borrowed money or any other Contract to which it is a party or by which it is bound, (iii) any applicable law, ordinance, rule or regulation of any Governmental Body, or (iv) any applicable Order of any Governmental Body, or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Subsidiary of VTI, the consequences of which violation, whether individually or in the aggregate, have or could reasonably be expected to have a VTI Material Adverse Effect.

4.8. Non-Contravention; Approvals and Consents.

(a) The execution and delivery of this Agreement by VTI do not, and the performance by VTI of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of VTI or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws (or other comparable charter document) of VTI or any of its Subsidiaries, or (ii) subject to the obtaining of the VTI Stockholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) Laws or Orders of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Subsidiary of VTI applicable to VTI or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contract to which VTI or any of its Subsidiaries is a party or by which VTI or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have a VTI Material Adverse Effect.

(b) Except for (i) the filing of premerger notification and report form by VTI under the HSR Act, and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii) the filing with the SEC of (A) the Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated by this Agreement and

(iii) the filing of the Certificate of Merger and other appropriate merger documents required by the DGCL with the Secretary of State of the State of Delaware, no consent, approval or action of, filing with or notice to any Governmental Body or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Subsidiary of VTI, or any Contract to which VTI or any of its Subsidiaries is a party or by which VTI or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by VTI, the performance by VTI of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have a VTI Material Adverse Effect.

4.9. Litigation. Except as disclosed in Section 4.9 of the VTI Disclosure Schedule, there are no actions, suits, arbitrations, investigations or proceedings (adjudicatory, rulemaking or otherwise) pending or, to the knowledge of VTI, threatened against VTI or any of its Subsidiaries (or any VTI Employee Plan or VTI Benefit Arrangement), or any property of VTI or any such Subsidiary (including Proprietary Rights), in any court or before any arbitrator of any kind or before or by any Governmental Body, except actions, suits, arbitrations, investigations or proceedings which, individually or in the aggregate, have not had and if adversely determined or resolved, could not reasonably be expected to have a VTI Material Adverse Effect).

4.10. Labor Matters. VTI is in material compliance with all applicable laws respecting employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. There is no unfair labor practice charge or complaint against VTI pending before the National Labor Relations Board or any other governmental agency arising out of VTI's activities, and VTI has no knowledge of any facts or information which would give rise thereto.

4.11. Absence of Undisclosed Liabilities. VTI has no liabilities or obligations (whether choate or inchoate, absolute or contingent, or otherwise) except (i) liabilities which are reflected and reserved against or disclosed on the Balance Sheet, and (ii) liabilities incurred in the ordinary course of business and consistent with past practice since the Balance Sheet Date and which have not resulted in, and could not reasonably be expected to result in, individually or in the aggregate, a VTI Material Adverse Effect.

4.12. No Brokers. Except as disclosed in Section 4.12 of the VTI Disclosure Schedule, neither VTI nor any Subsidiary or affiliate of VTI has entered into or will enter into any Contract or understanding, whether oral or written, with any Person which will result in the obligation of VTI to pay any finder's fee, brokerage commission or similar payment in connection with the transactions contemplated hereby.

4.13. No Other Agreements to Sell the Assets, Merge, Etc. Except as disclosed in Section 4.13 of the VTI Disclosure Schedule, neither VTI nor any Significant Subsidiary of VTI has any legal obligation, absolute or contingent, to any other person to sell any Assets, to sell any capital stock of VTI or any of its Significant Subsidiaries or to effect any merger, consolidation or other reorganization of VTI or any of its Significant Subsidiaries or to enter into any agreement with respect thereto.

4.14. Employee Benefit Plans.

(a) The VTI Disclosure Schedule sets forth a true and complete list of all the following: (i) each "employee benefit plan," as such term is defined in
Section 3(3) of ERISA, established by VTI, any of its Significant Subsidiaries, or any ERISA Affiliate or under which VTI, any of its Significant Subsidiaries, or any ERISA Affiliate contributes or under which any Employees of VTI or any beneficiary thereof is covered, is eligible for coverage or has benefit rights with respect to service to VTI, any of its Significant Subsidiaries or any ERISA Affiliate or under which any obligation exists to issue capital stock of VTI or any of its Significant Subsidiaries (each, a "VTI Employee Plan"), and
(ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred pay, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any VTI Employees or any beneficiaries or dependents of any VTI Employees (other than directors' and officers' liability insurance policies), whether or not oral or written or insured or funded, or constituting an employment or severance agreement or arrangement with any officer or director of VTI or any Significant Subsidiary of VTI (each, an "VTI Benefit Arrangement"). Any such VTI Employee Plans or VTI

Benefit Arrangements maintained for any officer, director or employee of a Subsidiary of VTI that is not a Significant Subsidiary of VTI are not in the aggregate material to VTI and its Significant Subsidiaries taken as a whole. The VTI Disclosure Schedule also (i) sets forth a true and complete list of each VTI Employee Plan maintained by VTI, any ERISA Affiliate, or any of its Significant Subsidiaries, during the five years preceding the date of this Agreement that was covered during such period by Title IV of ERISA, (ii) identifies each VTI Employee Plan that is intended to be qualified under Section 401(a) of the Code, and (iii) identifies the VTI Employee Plans and VTI Benefit Arrangements that are maintained, respectively, by each of VTI and its Significant Subsidiaries. VTI has made available to ACC with respect to each VTI Employee Plan and VTI Benefit Arrangement: (i) a true and complete copy of all written documents comprising such VTI Employee Plan or VTI Benefit Arrangement (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of such VTI Employee Plan or VTI Benefit Arrangement; (ii) the most recent Form 5500 or Form 5500-C (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any, including without limitation, any such reports relating to any health or medical plan" (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent Internal Revenue Service determination letter, if any. Any such VTI Employee Plans and VTI Benefit Arrangements not so provided are not in the aggregate material to VTI and its Subsidiaries taken as a whole.

(b) Each VTI Employee Plan and VTI Benefit Arrangement has been established and maintained in all material respects substantially in accordance with its terms and substantially in compliance with all applicable laws, including, but not limited to, ERISA and the Code where the failure to comply with such terms or laws would have a VTI Material Adverse Effect. To the best of VTI's knowledge, neither VTI nor any of its Significant Subsidiaries nor any of their respective Employees nor any other disqualified person or party-in-interest with respect to any VTI Employee Plan, have engaged-directly or indirectly in any "prohibited transaction," as such term is defined in section 4975 of the Code or
Section 406 of ERISA, with respect to which VTI or its Significant Subsidiaries could have or has any material liability. All contributions required to be made to VTI Employee Plans and VTI Benefit Arrangements have been made timely or, to the extent such contributions have not been made timely the liability resulting therefrom is not material. Each VTI Employee Plan that is intended to be qualified under Section 401(a) of the Code and whose related trust is intended to be exempt from taxation under Section 501(a) of the Code has received, or has applied for and has not been denied, a favorable determination letter with respect to its qualification and to VTI's best knowledge, nothing has occurred which could cause a loss of such qualification. Neither VTI, any ERISA Affiliate nor any Significant Subsidiary of VTI has incurred any liability to the Pension Benefit Guaranty Corporation other than a liability for premiums not yet due.

(c) Neither VTI, any ERISA Affiliate nor any Significant Subsidiary of VTI has ever maintained, sponsored or contributed to any VTI Employee Plan or VTI Benefit Plan that is or was subject to Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code), whether or not waived.

(d) Neither VTI, any ERISA Affiliate nor any Significant Subsidiary of VTI has ever maintained or sponsored or contributed to any employee pension benefit plan.

(e) Neither VTI nor any ERISA Affiliate has any liability under Title IV of ERISA, nor do any circumstances exist that could result in any of them having any liability under Title IV of ERISA. To the best of VTI's knowledge, neither VTI nor any Significant Subsidiary of VTI has any liability for any failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or to the extent VTI or any Significant Subsidiary of VTI has any such liability, such liability is not material.

(f) There are no actions, suits, arbitrations, inquiries, investigations or other proceedings (other than routine claims for benefits) pending or, to VTI's or the Shareholders' knowledge, threatened, with respect to any VTI Employee Plan or VTI Benefit Arrangement.

(g) No Employees and no beneficiaries or dependents of Employees are or may become entitled under any VTI Employee Plan or VTI Benefit Arrangement to post-employment welfare benefits of any kind, including without limitation death or medical benefits, other than coverage mandated by Section 4980B of the Code.

(h) There are no agreements with, or pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of the employees of VTI or any of its Significant Subsidiaries; no such petitions have been pending at any time within two years of the date of this Agreement and, to the best knowledge of VTI, there has not been any organizing effort by any union or other group seeking to represent any employees of VTI or any of its Significant Subsidiaries as their exclusive bargaining agent at any time within two years of the date of this Agreement. There are no labor strikes, work stoppages or other labor troubles, other than routine grievance matters, now pending, or, to VTI's knowledge, threatened, against VTI or any of its Significant Subsidiaries, nor have there been any such labor strikes, work stoppages or other labor troubles, other than routine grievance matters, with respect to VTI or any of its Significant Subsidiaries at any time within two years of the date of this Agreement.

(i) Neither VTI, nor any Significant Subsidiaries has scheduled or agreed upon future increases of benefits levels (or creations of new benefits) with respect to any VTI Employee Plan or VTI Benefit Arrangement, and no such increases or creation of benefits have been proposed or made the subject of representations to employees under circumstances which make it reasonable to expect that such increases would be granted. No loan is outstanding between VTI, any of its Subsidiaries or any ERISA Affiliate and any Employee.

4.15. Environmental Matters.

(a) Except as set forth in Section 4.15 of the VTI Disclosure Schedule, VTI and its Subsidiaries are in full compliance with all applicable Environmental Laws, other than those as to which the failure to so comply would not result in a VTI Material Adverse Effect, and there are no circumstances that may prevent or interfere with such full compliance in the future. Except as set forth in
Section 4.15 of the VTI Disclosure Schedule, neither VTI nor any of its Subsidiaries has received any written or oral communication, whether from a governmental authority, citizens' group, employee, agent or otherwise, that alleges that VTI or any of its Subsidiaries are not in such full compliance with Environmental Laws or that alleges that any properties or assets of VTI or any of its Subsidiaries may have been affected by any Materials of Environmental Concern. All permits and other governmental authorizations currently held or being applied for by VTI pursuant to the Environmental Laws are identified in
Section 4.15 of the VTI Disclosure Schedule and will not be terminated, suspended or otherwise adversely affected by the Merger.

(b) Except as set forth in Section 4.15 of the VTI Disclosure Schedule, there is no Environmental Claim pending or threatened (i) against VTI or any of its Subsidiaries, (ii) against any Person whose liability for any Environmental Claim VTI or any of its Subsidiaries have or may have retained or assumed either contractually or by operation of law, or (iii) against any real or personal property which VTI or any of its Subsidiaries own, lease, manage, supervise or participate in the management of, or in which VTI or any of its Subsidiaries hold a security interest in connection with a loan or loan participation, other than such as would not, either individually or in the aggregate, result in a VTI Material Adverse Effect.

(c) Except as set forth in Section 4.15 of the VTI Disclosure Schedule, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Materials of Environmental Concern, that could reasonably form the basis of any Environmental Claim against VTI or any of its Subsidiaries or against any person or entity whose liability for any Environmental Claim VTI or any of its Subsidiaries have or may have retained or assumed, either contractually or by operation of law, other than such as would not, either individually or in the aggregate, result in a VTI Material Adverse Effect.

(d) Without in any way limiting the generality of the foregoing, (i) all on-site and off-site locations where VTI or any of its Subsidiaries has stored, released, discharged, disposed of, or arranged for the disposal of Materials of Environmental Concern are identified in Section 4.15 of the VTI Disclosure Schedule, (ii) all underground storage tanks, whether or not regulated under Subtitle I of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6991 et seq., or applicable state and local laws, rules and regulations, and the capacity and contents of such tanks, located on property owned, leased, managed or supervised by VTI or any of its Subsidiaries, or in which VTI or any of its Subsidiaries holds a security interest in connection with a loan or loan participation are identified in Section 4.15 of the VTI Disclosure Schedule,
(iii) except as set forth in Section 4.15 of the VTI Disclosure Schedule, there is no asbestos contained in or forming part of any building, building component, structure or office space owned, leased, managed or supervised by VTI or any of its Subsidiaries or

in which VTI or any of its Subsidiaries holds a security interest in connection with a loan or loan participation, and (iv) except as set forth in Section 4.15 of the VTI Disclosure Schedule, no polychlorinated biphenyls are used or stored at any property owned, leased, managed or supervised by VTI or any of its Subsidiaries or in which VTI or any of its Subsidiaries holds a security interest in connection with a loan or loan participation.

(e) Section 4.15 of the VTI Disclosure Schedule sets forth an accurate and complete list of outstanding loans of VTI and its Subsidiaries as to which the borrower has submitted (or is required to submit) to VTI or its Subsidiaries any environmental audits, analysis or surveys of any real property securing such loans, and a brief description of the environmental audit, analysis or survey, to the extent applicable. VTI and its Subsidiaries will make available to ACC all reports of environmental audits, analysis and surveys referred to on Section 4.15 of the VTI Disclosure Schedule.

4.16. Intellectual Property; Year 2000.

(a) VTI and its Subsidiaries own, or are validly licensed or otherwise have the right to use, all patents, patent rights, trademarks, trade secrets, trade names, service marks, copyrights and other proprietary intellectual property rights and computer programs (the "Intellectual Property Rights") which are material to the conduct of the business of VTI and its subsidiaries.

(b) To the knowledge of VTI, neither VTI nor any of its Subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a VTI Material Adverse Effect. Neither VTI nor any of its Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that VTI or any such Subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To VTI's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of VTI or any of its Subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a VTI Material Adverse Effect.

(c) As the business of VTI and its Subsidiaries is presently conducted, to VTI's knowledge, VTI's use of the Intellectual Property Rights which are material to the conduct of the business of VTI and its Subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.

(d) VTI has implemented a program directed at ensuring that its and its Subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations, provided that all non-VTI products (e.g., hardware, software and firmware) material to the conduct of the business of VTI and used in or in combination with VTI's products, exchange data with VTI's products in the same manner on dates in both the Twentieth and Twenty-First centuries. VTI has taken the steps set forth in Section 4.16 of the VTI Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of VTI and its Subsidiaries, except as is not reasonably likely to have a VTI Material Adverse Effect.

4.17. Customers. Section 4.17 of the VTI Disclosure Schedule includes a list of the top ten customers of VTI, plus any other customer or group of related customers from whom payments were received which equaled or exceeded five percent (5%) of VTI's gross sales for the fiscal years ended 1997 or 1998, or from whom payments are projected to equal or exceed such percentage for the current fiscal year (the "VTI Large Customers"). Except as set forth in Section 4.17 of the VTI Disclosure Schedule, VTI has no knowledge that any of the VTI Large Customers intends to terminate or otherwise modify adversely its relationship with VTI or to materially decrease its purchases of goods or services from VTI. VTI has maintained its customer lists and

related information on a confidential and proprietary basis and has not granted to any third party any right to use such customer lists for any purpose unrelated to the business of VTI.

4.18. Transactions with Affiliates. Except as set forth in Section 4.18 of the VTI Disclosure Schedule, no officer, director or holder of 5% or more of the outstanding share capital of VTI or any VTI Subsidiary, or any person or affiliated group with whom any such stockholder, officer or director has any direct or indirect relation by blood, marriage or adoption, or any entity in which any such person, owns (other than through a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than 1% of the stock of which is beneficially owned by all such persons) any beneficial interest in: (i) any contract, arrangement or understanding or any related series of the same involving aggregate consideration in excess of $10,000 with, or relating to, the business or operations of VTI or any VTI Subsidiary; (ii) any loan, arrangement, understanding, agreement or contract or any related series of the same for or relating to indebtedness of VTI or a VTI Subsidiary in excess of $10,000 in the aggregate; or (iii) any property or related group of properties with an aggregate value of at least $10,000 (real, personal or mixed), tangible or intangible, used or currently intended to be used in, the business or operations of VTI or any VTI Subsidiary.

4.19. Management Letters. True and accurate copies of all management letters by VTI or any VTI Subsidiary from any of their accountants since December 31, 1997 are included in Section 4.19 of the VTI Disclosure Schedule.

4.20. Proxy Statement.

(a) To the best of VTI's knowledge, the Proxy Statement relating to the VTI Stockholders' Meeting, as amended or supplemented from time to time, and any other documents relating to the VTI Stockholders Meeting to be filed with the SEC or any other Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Subsidiary of VTI in connection with the Merger and the other transactions contemplated hereby will not, on the date of its filing or, in the case of the Proxy Statement, at the date it is mailed to shareholders, and at the time of the VTI Stockholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, insofar as the information therein relates to VTI. The Proxy Statement and any such other documents filed by VTI with the SEC under the Exchange Act will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act.

(b) Neither the information supplied or to be supplied by or on behalf of VTI for inclusion, nor the information incorporated by reference from documents filed by VTI with the SEC, in any document to be filed by ACC or any of its Subsidiaries with any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by VTI or ACC or any Subsidiary of either in connection with the Merger or any other transaction contemplated hereby will on the date of its filing contain, to the best of VTI's knowledge, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading except that no representation or warranty is made by VTI with respect to the statements made or incorporated by reference therein based upon information supplied by ACC specifically for inclusion or incorporation by reference in the Proxy Statement or any other documents filed by VTI with the SEC.

4.21. Tax Matters. Except as set forth in Section 4.21 of the VTI Disclosure Schedule:

(a) The Taxpayers of VTI have duly filed all tax reports and returns required to be filed by them, including all federal, state, local and foreign tax returns and reports and have paid in full all taxes required to be paid by such VTI Taxpayers before such payment became delinquent. To the best of VTI's knowledge, VTI has made adequate provision, in conformity with generally accepted accounting principles consistently applied, for the payment of all taxes which may subsequently become due. All taxes which any Taxpayer of VTI has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been or will be duly paid to the proper taxing authority.

(b) The consolidated federal income tax returns of VTI and its predecessors and the federal income tax returns of each Subsidiary of VTI whose results of operations are not consolidated in the federal income tax returns of VTI, have not been examined by the Internal Revenue Service for any periods since their inception.

There are no audits of VTI's tax returns known by VTI to be pending, and there are no claims which have been or may be asserted relating to any of VTI's tax returns filed for any year which if determined adversely would result in the assertion by any governmental agency of any deficiency which could reasonably be expected to result in, individually or in the aggregate, a VTI Material Adverse Effect. There have been no waivers of statutes of limitations by VTI.

(c) None of the Taxpayers of VTI has filed a statement under
Section 341(f) of the Code (or any comparable state income tax provision) consenting to have the provisions of Section 341(f)(2) (collapsible corporations provisions) of the Code (or any comparable state income tax provision) apply to any disposition of any of VTI's assets or property, no property of VTI is property which VTI or ACC is or will be required to treat as owned by another person pursuant to the provisions of Section 168(f) (safe harbor leasing provisions) of the Code. VTI is not a party to any tax-sharing agreement or similar arrangement with any other party.

(d) For the purpose of this Agreement, any federal, state, local or foreign income, sales, use, transfer, payroll, personal property, occupancy or other tax, levy, impost, fee, imposition, assessment or similar charge, together with any related addition to tax, interest or penalty thereon, is referred to as a "tax."

4.22. Reports and Financial Statements. VTI has timely filed with the SEC all VTI SEC Reports and has previously made available to ACC true and complete copies of all VTI SEC Reports. As of their respective dates, the VTI SEC Reports
(i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in Section 4.22 of the VTI Disclosure Schedule, since June 30, 1997, VTI has not received from the SEC, any state securities commissioner or agency, or NASDAQ, notice of any actual or threatened inquiry, investigation, hearing, prosecution, stop order proceeding or other adverse action by such agency or authority against VTI, any of its Subsidiaries or Affiliates or any listing of any security issued by VTI or any of its Subsidiaries. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the VTI SEC Reports (the "VTI Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected, individually or in the aggregate, to result in a VTI Material Adverse Effect) the consolidated financial position of VTI and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended, in each case, in accordance with generally accepted accounting principles consistently applied. Each Significant Subsidiary of VTI is treated as a consolidated Subsidiary of VTI in the VTI Financial Statements for all periods covered thereby.

4.23. Payments. VTI has not, directly or indirectly, paid nor has it delivered any fee, commission or other sum of money or item or property, however characterized, to any finder, agent, government official or other party, in the United States or any other country, which is in any manner related to the business or operations of VTI, which VTI knows or has reason to believe to have been illegal under any federal, state or local laws of the United States or any other country having jurisdiction; and VTI has not participated, directly or indirectly, in any boycotts or other similar practices affecting any of its actual or potential customers and has at all times done business in an open and ethical manner.

4.24. Information Supplied. The financial and other information provided to ACC by or on behalf of VTI on or prior to the date hereof and listed on the VTI Disclosure Schedule at Section 4.24 of such Schedule was prepared in good faith and, as of the dates provided and in light of the circumstances under which such information was provided (as supplemented by further information provided by VTI to ACC prior to the date hereof), accurately reflected in all material respects the status or matters purported to be reflected by such financial or other information. To the best of VTI's knowledge, the information provided in these representations and warranties and the VTI Disclosure Schedule is not false or misleading in any material respect, as of the dates provided and in light of the circumstances under which such information was provided (as supplemented by further information provided by VTI to ACC prior to the date hereof).

4.25. Accounts and Notes Receivable. Except as set forth in Section 4.25 of the VTI Disclosure Schedule, all the accounts receivable and notes receivable owing to VTI as of the date hereof constitute, and as of the Effective Time will constitute, valid and enforceable claims arising from bona fide transactions in the ordinary course of business, and, to VTI's knowledge, there are no claims, refusals to pay or other rights of set-off against any thereof. There is (i) no account debtor or note debtor delinquent in its payment by more than thirty (30) days, (ii) no account debtor or note debtor that has notified VTI of its refusal (or, to the best knowledge of VTI, threatened to refuse) to pay its obligations,
(iii) to the best knowledge of VTI, no account debtor or note debtor that is insolvent or bankrupt and (iv) no account receivable or note receivable which is pledged to any third party by VTI.

4.26. Accounts and Notes Payable. Except as set forth in Section 4.26 of the VTI Disclosure Schedule, all accounts payable and notes payable by VTI to third parties as of the date hereof arose, and as of the Closing will have arisen, in the ordinary course of business, and, except as set forth in
Section 4.26 of the VTI Disclosure Schedule, there is no such account payable or note payable delinquent in its payment that could reasonably be expected to have a VTI Material Adverse Effect.

4.27. Other Reports. Since January 1, 1997, to the best of VTI's knowledge, VTI and each Subsidiary of VTI has filed all required forms, reports and documents required to be filed with any Governmental Body or self- regulatory organization which is charged with regulating or supervising any business conducted by VTI or any Subsidiary of VTI (other than such forms, reports and documents which if not filed would not adversely affect in any material manner the licenses and regulatory status of VTI or any Subsidiary), each of which complied in all material respects with applicable requirements in effect on the dates of such filings and, to the best of VTI's knowledge, none of which, as of its date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading.

4.28. Vote Required. The affirmative vote of the holders of record of at least a majority of the outstanding shares of the VTI Common Stock with respect to the adoption of this Agreement is the only vote of the holders of any class or series of the capital stock of VTI required to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF ACC

ACC hereby represents and warrants to VTI as follows:

5.1. Organization of ACC. ACC is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey, has full corporate power and authority to conduct its business as and to the extent it is presently being conducted and to own, lease and operate its properties and assets. ACC is duly qualified, licensed or admitted to do business as a foreign corporation and is in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification, licensing or admission necessary and where the failure to be so qualified, licensed or admitted has or could reasonably be expected to have an ACC Material Adverse Effect. Each jurisdiction in which ACC is qualified to do business as a foreign corporation is listed in Section 5.1 of the ACC Disclosure Schedule. Except for ACC's Subsidiaries, ACC does not directly or indirectly own any material equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, any material equity or similar interest in, any corporation, partnership, joint venture or other business association or entity other than portfolio securities acquired by ACC in the ordinary course of business.

5.2. Authorization. ACC has all necessary corporate power and authority to enter into this Agreement, has taken all corporate action necessary to consummate the transactions contemplated hereby and, subject to obtaining the ACC Shareholders' Approval, to perform its obligations hereunder. The execution, delivery and performance of this Agreement by ACC and the consummation by ACC of the transactions contemplated hereby have been duly and validly approved by the Board of Directors of ACC. Subject to Section 6.4, the Board of Directors of ACC has recommended adoption of this Agreement by the shareholders of ACC and directed that this Agreement be submitted to the shareholders of ACC for their consideration, and no other corporate proceedings on the part of ACC or its shareholders are necessary to authorize the execution, delivery and performance of this Agreement by ACC and the consummation by ACC of the transactions contemplated hereby, other than obtaining the ACC Shareholders' Approval. This Agreement has been duly and validly executed and delivered by ACC and constitutes a legal, valid and binding obligation of ACC enforceable against ACC in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

5.3. Subsidiaries. Section 5.3 of the ACC Disclosure Schedule sets forth a complete and accurate list of all of ACC's Subsidiaries, and indicates ACC's ownership interest in each. Section 5.3 of the ACC Disclosure Schedule also sets forth the jurisdiction of incorporation of each of ACC's Subsidiaries, each jurisdiction in which such Subsidiary is qualified, licensed or admitted to do business and the number of shares of capital stock of such Subsidiary authorized and outstanding. Each Subsidiary of ACC (i) is a corporation or other legal entity duly organized, validly existing and (if applicable) in good standing under the laws of the jurisdiction of its incorporation or organization and has the full power and authority to own, lease or operate its properties and assets and conduct its business as and to the extent currently conducted, except where the failure to be duly organized, validly existing and in good standing does not have, and could not reasonably be expected to have, an ACC Material Adverse Effect, and (ii) is duly qualified, licensed or admitted and in good standing in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification, license or admission necessary, except where the failure to be so qualified, licensed or admitted does not have and could not reasonably be expected to have an ACC Material Adverse Effect.

5.4. Capital Stock.

(a) As of the date hereof, the authorized capital stock of ACC consists solely of (i) 100,000,000 shares of ACC Common Stock, of which (A) 4,910,000 shares are issued and outstanding, (B) no shares are held in the treasury of ACC, (C) 1,500,000 shares are reserved for issuance pursuant to the ACC Plan (including 802,500 shares issuable pursuant to outstanding ACC Options) and 2,101,500 shares are reserved for issuance pursuant to options granted by ACC other than under the ACC Plan, (D) 1,910,000 shares are reserved for issuance pursuant to outstanding ACC Warrants and (E) 280,000 shares are reserved for issuance pursuant to outstanding ACC Units and (ii) 1,000,000 shares of preferred stock, none of which are issued and outstanding. Except for shares of ACC Common Stock issued or issuable upon exercise of outstanding ACC Options granted pursuant to the ACC Plan or ACC Warrants or ACC Units, and except as contemplated by Section 6.2(a), since the Balance Sheet Date, there has not been, and as of the Closing Date there will not have been, any change in the number of issued and outstanding shares of ACC Common Stock or shares of ACC Common Stock held in treasury or reserved for issuance since such date. All of the issued and outstanding shares of ACC Capital Stock are, and all shares reserved for issuance will be, upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and nonassessable. Except as described in this Section 5.4 and Section 5.4 of the ACC Disclosure Schedule, there are no outstanding Options obligating ACC or any of its Subsidiaries to issue or sell any shares of capital stock of ACC or to grant, extend or enter into any Option with respect thereto.

(b) All of the outstanding shares of capital stock of each Subsidiary of ACC are duly authorized, validly issued, fully paid and nonassessable and are owned, beneficially and of record, by ACC or a Subsidiary of ACC, free and clear of any Liens. There are no (i) outstanding Options obligating ACC or any of its Significant Subsidiaries to issue or sell any shares of capital stock of any Significant Subsidiary of ACC or to grant, extend or enter into any such Option or (ii) voting trusts, proxies or other commitments, understandings, restrictions or arrangements in favor of any person other than ACC or any of its Wholly-Owned Subsidiaries with respect to the voting of or the right to participate in dividends or other earnings on any capital stock of any Subsidiary of ACC.

(c) There are no outstanding contractual obligations of ACC or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of ACC Common Stock or capital stock of any Subsidiary of ACC or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of ACC or any other Person.

5.5. Government Approvals; Compliance with Laws and Orders.

(a) ACC and each of its Significant Subsidiaries has obtained from the appropriate Governmental Bodies or self-regulatory organizations which are charged with regulating or supervising any business conducted by ACC or any Subsidiary of ACC all permits, variances, exemptions, orders, approvals and licenses necessary for the conduct of its business and operations as and to the extent currently conducted (the "ACC Permits"), which ACC Permits are valid and remain in full force and effect, except where the failure to have obtained such ACC Permits or the failure of such ACC Permits to be valid and in full force and effect, individually or in the aggregate, does not have and could not reasonably be expected to have an ACC Material Adverse Effect. ACC and its Subsidiaries are in compliance with the terms of the ACC Permits, except failures so to comply which, individually or in the aggregate, do not have and could not reasonably be expected to have an ACC Material Adverse Effect.

(b) Neither ACC nor any of its Significant Subsidiaries has received notice of any Order or any complaint, proceeding or investigation of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any Significant Subsidiary of ACC pending or, to the knowledge of ACC, threatened, which affects or could reasonably be expected to affect the validity of any such ACC Permit or impair the renewal thereof, except where the invalidity of any such ACC Permit or the non-renewal thereof does not have and could not reasonably be expected to have an ACC Material Adverse Effect. As of the date hereof, neither ACC nor any of its Significant Subsidiaries is not a party or subject to, any agreement, consent decree or Order, or other understanding or arrangement with, or any directive of, any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any Significant Subsidiary of ACC which imposes any material restrictions on or otherwise affects in any material way, the conduct of the business of ACC or any of its Significant Subsidiaries.

(c) ACC and its Subsidiaries are not and have not been in violation of or default under any Laws or Order of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any Subsidiary of ACC, except for violations which, individually or in the aggregate, have not had and could not reasonably be expected to have an ACC Material Adverse Effect.

5.6. Absence of Certain Changes or Events. Since the Balance Sheet Date
(i) there has not been any change, event or development (or threat thereof) which has had, or that could reasonably be expected to have, individually or in the aggregate, an ACC Material Adverse Effect, (ii) ACC and its Subsidiaries conducted their respective businesses only in the ordinary course of business consistent with past practice and (iii) neither ACC nor any of its Significant Subsidiaries has taken any action which, if taken after the date hereof, would constitute a breach of any provision of Section 6.2.

5.7. Compliance with Contracts and Commitments.

(a) Section 5.7 of the ACC Disclosure Schedule contains an accurate and complete listing of each material Contract, whether written or oral, of ACC required to be described in the ACC SEC Reports or filed as Exhibits thereto pursuant to the Exchange Act. Each of such Contracts (other than Contracts which have expired or terminated in accordance with the terms thereof) is in full force and effect and (i) to the best of ACC's knowledge, neither ACC nor any of its Subsidiaries nor, to the best of ACC's knowledge, any other party thereto has breached or is in default thereunder, (ii) to the best of ACC's knowledge, no event has occurred which, with the passage of time or the giving of notice or both would constitute such a breach or default, (iii) to the best of ACC's knowledge, no claim of material default thereunder has been asserted or threatened and (iv) neither ACC nor any of its Subsidiaries nor, to the knowledge of ACC, any other party thereto is seeking the renegotiation thereof or substitute performance thereunder, except where such breach or default, or attempted renegotiation or substitute performance, individually or in the aggregate, does not have and could not reasonably be expected to have an ACC Material Adverse Effect.

(b) Neither ACC nor any of its Subsidiaries is in violation of any term of
(i) its Certificate of Incorporation, By-laws or other organizational documents,
(ii) any agreement or instrument related to indebtedness for

borrowed money or any other Contract to which it is a party or by which it is bound, (iii) any applicable law, ordinance, rule or regulation of any Governmental Body, or (iv) any applicable Order of any Governmental Body, or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any Subsidiary of ACC, the consequences of which violation, whether individually or in the aggregate, have or could reasonably be expected to have an ACC Material Adverse Effect.

5.8. Non-Contravention; Approvals and Consents.

(a) The execution and delivery of this Agreement by ACC do not, and the performance by ACC of its obligations hereunder and the consummation of the transactions contemplated hereby will not, conflict with, result in a violation or breach of, constitute (with or without notice or lapse of time or both) a default under, result in or give to any Person any right of payment or reimbursement, termination, cancellation, modification or acceleration of, or result in the creation or imposition of any Lien upon any of the assets or properties of ACC or any of its Subsidiaries under, any of the terms, conditions or provisions of (i) the Certificate of Incorporation or By-laws of ACC or any of its Subsidiaries, or (ii) subject to the obtaining of the ACC Shareholders' Approval and the taking of the actions described in paragraph (b) of this Section, (x) Laws or Orders of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any Subsidiary of ACC applicable to ACC or any of its Subsidiaries or any of their respective assets or properties, or (y) any Contract to which ACC or any of its Subsidiaries is a party or by which ACC or any of its Subsidiaries or any of their respective assets or properties is bound, excluding from the foregoing clauses (x) and (y) conflicts, violations, breaches, defaults, terminations, modifications, accelerations and creations and impositions of Liens which, individually or in the aggregate, could not reasonably be expected to have an ACC Material Adverse Effect.

(b) Except for (i) the filing of premerger notification and report form by ACC under the HSR Act, and any applicable filings and approvals under similar foreign antitrust laws and regulations; (ii) the filing with the SEC of (A) the Proxy Statement and (B) such reports under Section 13(a), 13(d), 15(d) or 16(a) of the Exchange Act as may be required in connection with this Agreement or the transactions contemplated by this Agreement and (iii) the filing of the Certificate of Merger and other appropriate merger documents required by the NJBCA with the Secretary of State of the State of New Jersey, and appropriate documents with the relevant authorities of other states in which the Constituent Corporations are qualified to do business, no consent, approval or action of, filing with or notice to any Governmental Body or other public or private third party is necessary or required under any of the terms, conditions or provisions of any Law or Order of any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any Subsidiary of ACC, or any Contract to which ACC or any of its Subsidiaries is a party or by which ACC or any of its Subsidiaries or any of their respective assets or properties is bound for the execution and delivery of this Agreement by ACC, the performance by ACC of its obligations hereunder or the consummation of the transactions contemplated hereby, other than such consents, approvals, actions, filings and notices which the failure to make or obtain, as the case may be, individually or in the aggregate, could not reasonably be expected to have an ACC Material Adverse Effect.

5.9. Litigation. Except as disclosed in Section 5.9 of the ACC Disclosure Schedule, there are no actions, suits, arbitrations, investigations or proceedings (adjudicatory, rulemaking or otherwise) pending or, to the knowledge of ACC, threatened against ACC or any of its Subsidiaries (or any ACC Employee Plan or ACC Benefit Arrangement), or any property of ACC or any Subsidiary of ACC (including Proprietary Rights), in any court or before any arbitrator of any kind or before or by any Governmental Body, except actions, suits, arbitrations, investigations or proceedings which, individually or in the aggregate, have not had and if adversely determined or resolved, could not reasonably be expected to have an ACC Material Adverse Effect.

5.10. Labor Matters. ACC is in material compliance with all applicable laws respecting employment practices, terms and conditions of employment and wages and hours and is not engaged in any unfair labor practice. There is no unfair labor practice charge or complaint against ACC pending before the National Labor Relations Board or any other governmental agency arising out of ACC's activities, and ACC has no knowledge of any facts or information which would give rise thereto.

5.11. Absence of Undisclosed Liabilities. ACC has no liabilities or obligations (whether choate or inchoate, absolute or contingent, or otherwise) except (i) liabilities which are reflected and reserved against or disclosed on the Balance Sheet and (ii) liabilities incurred in the ordinary course of business and consistent with

past practice since the Balance Sheet Date and which have not resulted in, and could not reasonably be expected to result in, individually or in the aggregate, an ACC Material Adverse Effect.

5.12. No Brokers. Except as disclosed in Section 5.12 of the ACC Disclosure Schedule, neither ACC nor any Subsidiary or affiliate of ACC has entered into or will enter into any Contract or understanding, whether oral or written, with any Person which will result in the obligation of VTI to pay any finder's fee, brokerage commission or similar payment in connection with the transactions contemplated hereby.

5.13. No Other Agreements to Sell the Assets, Merge, Etc. Neither ACC nor any Significant Subsidiary of ACC has any legal obligation, absolute or contingent, to any other person to sell any Assets, to sell any capital stock of ACC or any of its Significant Subsidiaries or to effect any merger, consolidation or other reorganization of ACC or any of its Significant Subsidiaries or to enter into any agreement with respect thereto.

5.14. Employee Benefit Plans.

(a) The ACC Disclosure Schedule sets forth a true and complete list of all the following: (i) each "employee benefit plan," as such term is defined in
Section 3(3) of ERISA, established by ACC, any of its Significant Subsidiaries or any ERISA Affiliate or under which ACC, or any of its Significant Subsidiaries or any ERISA Affiliate contributes or under which any Employees of ACC or any beneficiary thereof is covered, is eligible for coverage or has benefit rights with respect to service to ACC, any of its Significant Subsidiaries or any ERISA Affiliate or under which any obligation exists to issue capital stock of ACC or any of its Significant Subsidiaries (each, an "ACC Employee Plan"), and (ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred pay, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any ACC Employees or any beneficiaries or dependents of any ACC Employees (other than directors' and officers' liability insurance policies), whether or not oral or written or insured or funded, or constituting an employment or severance agreement or arrangement with any officer or director of ACC (each, an "ACC Benefit Arrangement"). The ACC Disclosure Schedule also (i) sets forth a true and complete list of each ACC Employee Plan maintained by ACC, any of its Significant Subsidiaries or any ERISA Affiliate during the five years preceding the date of this Agreement that was covered during such period by Title IV of ERISA, (ii) identifies each ACC Employee Plan that is intended to be qualified under Section 401(a) of the Code, and (iii) identifies the ACC Employee Plans and ACC Benefit Arrangements that are maintained by ACC and its Significant Subsidiaries. ACC has made available to VTI with respect to each ACC Employee Plan and ACC Benefit Arrangement: (i) a true and complete copy of all written documents comprising such ACC Employee Plan or ACC Benefit Arrangement (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of such ACC Employee Plan or ACC Benefit Arrangement; (ii) the most recent Form 5500 or Form 5500-C (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any, including without limitation, any such reports relating to any health or medical plan; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent Internal Revenue Service determination letter, if any. Any such ACC Employee Plans and ACC Benefit Arrangements not so provided are not in the aggregate material to ACC and its Subsidiaries taken as a whole.

(b) Each ACC Employee Plan and ACC Benefit Arrangement has been established and maintained in all material respects substantially in accordance with its terms and substantially in compliance with all applicable laws, including, but not limited to, ERISA and the Code where the failure to comply with such terms or laws would have an ACC Material Adverse Effect. To the best of ACC's knowledge, neither ACC nor any of its Significant Subsidiaries nor any of their respective Employees nor any other disqualified person or party-in-interest with respect to any ACC Employee Plan, have engaged directly or indirectly in any "prohibited transaction," as such term is defined in section 4975 of the Code or
Section 406 of ERISA, with respect to which ACC or its Significant Subsidiaries could have or has any material liability. All contributions required to be made to ACC Employee Plans and ACC Benefit Arrangements have been made timely or, to the extent such contributions have not been made timely the liability resulting therefrom is not material. Each ACC Employee Plan that is intended to be qualified under Section 401(a) of the Code and whose related trust is intended to be exempt from taxation under Section 501(a) of the Code has received, or has applied for and has not been denied, a favorable determination letter with respect to its qualification and to ACC's best knowledge, nothing has occurred which could cause a loss of such qualification. Neither ACC, any ERISA Affiliate nor any of its

Significant Subsidiaries has incurred any liability to the Pension Benefit Guaranty Corporation other than a liability for premiums not yet due.

(c) Neither ACC, any ERISA Affiliate nor any of its Significant Subsidiaries has ever maintained, sponsored or contributed to any ACC Employee Plan or ACC Benefit Plan that is or was subject to Section 412 of the Code has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code), whether or not waived.

(d) Neither ACC, any ERISA Affiliate nor any of its Significant Subsidiaries has ever maintained or sponsored or contributed to any employee pension benefit plan.

(e) Neither ACC nor any ERISA Affiliate has any liability under Title IV of ERISA, nor do any circumstances exist that could result in any of them having any liability under Title IV of ERISA. To the best of ACC's knowledge, neither ACC nor any of its Significant Subsidiaries has any liability for any failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or to the extent ACC or any of its Significant Subsidiaries has any such liability, such liability is not material.

(f) There are no actions, suits, arbitrations, inquiries, investigations or other proceedings (other than routine claims for benefits) pending or, to ACC's knowledge, threatened, with respect to any ACC Employee Plan or ACC Benefit Arrangement.

(g) No Employees and no beneficiaries or dependents of Employees are or may become entitled under any ACC Employee Plan or ACC Benefit Arrangement to post-employment welfare benefits of any kind, including without limitation death or medical benefits, other than coverage mandated by Section 4980B of the Code.

(h) There are no agreements with, or pending petitions for recognition of, a labor union or association as the exclusive bargaining agent for any of the employees of ACC or any of its Significant Subsidiaries; no such petitions have been pending at any time within two years of the date of this Agreement and, to ACC's best knowledge, there has not been any organizing effort by any union or other group seeking to represent any employees of ACC or any of its Significant Subsidiaries as their exclusive bargaining agent at any time within two years of the date of this Agreement. There are no labor strikes, work stoppages or other labor troubles, other than routine grievance matters, now pending, or, to ACC's knowledge, threatened, against ACC or any of its Significant Subsidiaries nor have there been any such labor strikes, work stoppages or other labor troubles, other than routine grievance matters, with respect to ACC or any of its Significant Subsidiaries at any time within two years of the date of this Agreement.

(i) Neither ACC nor any of its Significant Subsidiaries has scheduled or agreed upon future increases of benefits levels (or creations of new benefits) with respect to any ACC Employee Plan or ACC Benefit Arrangement, and no such increases or creation of benefits have been proposed or made the subject of representations to employees under circumstances which make it reasonable to expect that such increases would be granted. No loan is outstanding between ACC, any of its Subsidiaries or any ERISA Affiliate and any Employee.

5.15. Environmental Matters.

(a) Except as set forth in Section 5.15 of the ACC Disclosure Schedule, ACC and its Subsidiaries are in full compliance with all applicable Environmental Laws, other than those as to which the failure to so comply would not result in an ACC Material Adverse Effect, and there are no circumstances that may prevent or interfere with such full compliance in the future. Except as set forth in
Section 5.15 of the ACC Disclosure Schedule, neither ACC nor any of its Subsidiaries has received any written or oral communication, whether from a governmental authority, citizens' group, employee, agent or otherwise, that alleges that ACC or any of its Subsidiaries is not in such full compliance with Environmental Laws or that alleges that any properties or assets of ACC or any of its Subsidiaries may have been affected by any Materials of Environmental Concern. All permits and other governmental authorizations currently held or being applied for by ACC pursuant to the Environmental Laws are identified in
Section 5.15 of the ACC Disclosure Schedule and will not be terminated, suspended or otherwise adversely affected by the Merger.

(b) Except as set forth in Section 5.15 of the ACC Disclosure Schedule, there is no Environmental Claim pending or threatened (i) against ACC or any of its Subsidiaries, (ii) against any Person whose liability for any Environmental Claim ACC or any of its Subsidiaries has or may have retained or assumed either contractually or

by operation of law, or (iii) against any real or personal property which ACC or any of its Subsidiaries own, lease, manage, supervise or participate in the management of, or in which ACC or any of its Subsidiaries hold a security interest in connection with a loan or loan participation, other than such as would not, either individually or in the aggregate, result in an ACC Material Adverse Effect.

(c) Except as set forth in Section 5.15 of the ACC Disclosure Schedule, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Materials of Environmental Concern, that could reasonably form the basis of any Environmental Claim against ACC or any of its Subsidiaries or against any person or entity whose liability for any Environmental Claim ACC or any of its Subsidiaries has or may have retained or assumed, either contractually or by operation of law, other than such as would not, either individually or in the aggregate, result in an ACC Material Adverse Effect.

(d) Without in any way limiting the generality of the foregoing, (i) all on-site and off-site locations where ACC or any of its Subsidiaries has stored, released, discharged, disposed of, or arranged for the disposal of Materials of Environmental Concern are identified in Section 5.15 of the ACC Disclosure Schedule, (ii) all underground storage tanks, whether or not regulated under Subtitle I of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6991 et seq., or applicable state and local laws, rules and regulations, and the capacity and contents of such tanks, located on property owned, leased, managed or supervised by ACC or any of its Subsidiaries, or in which ACC or any of its Subsidiaries holds a security interest in connection with a loan or loan participation are identified in Section 5.15 of the ACC Disclosure Schedule,
(iii) except as set forth in Section 5.15 of the ACC Disclosure Schedule, there is no asbestos contained in or forming part of any building, building component, structure or office space owned, leased, managed or supervised by ACC or any of its Subsidiaries or in which ACC or any of its Subsidiaries holds a security interest in connection with a loan or loan participation, and (iv) except as set forth in Section 5.15 of the ACC Disclosure Schedule, no polychlorinated biphenyls are used or stored at any property owned, leased, managed or supervised by ACC or any of its Subsidiaries or in which ACC or any of its Subsidiaries holds a security interest in connection with a loan or loan participation.

(e) Section 5.15 of the ACC Disclosure Schedule sets forth an accurate and complete list of outstanding loans of ACC or any of its Subsidiaries as to which the borrower has submitted (or is required to submit) to ACC or any of its Subsidiaries any environmental audits, analysis or surveys of any real property securing such loans, and a brief description of the environmental audit, analysis or survey, to the extent applicable. ACC will make available to VTI all reports of environmental audits, analysis and surveys referred to on Section 5.15 of the ACC Disclosure Schedule.

5.16. Intellectual Property; Year 2000.

(a) ACC and its Subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property Rights which are material to the conduct of the business of ACC and its subsidiaries.

(b) To the knowledge of ACC, neither ACC nor any of its Subsidiaries has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights or other proprietary information of any other person, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have a material adverse effect on ACC. Neither ACC nor any of its Subsidiaries has received any written charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation or other conflict (including any claim that ACC or any such Subsidiary must license or refrain from using any Intellectual Property Rights or other proprietary information of any other person) which has not been settled or otherwise fully resolved. To ACC's knowledge, no other person has interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property Rights of ACC or any of its Subsidiaries, except for any such interference, infringement, misappropriation or other conflict which is not, individually or in the aggregate, reasonably likely to have an ACC Material Adverse Effect.

(c) As the business of ACC and its Subsidiaries is presently conducted and without giving effect to any changes with respect thereto that may be made by VTI, to ACC's knowledge, VTI's use of the Intellectual Property Rights which are material to the conduct of the business of ACC and its Subsidiaries taken as a whole will not interfere with, infringe upon, misappropriate or otherwise come into conflict with the Intellectual Property Rights of any other person.

(d) ACC has implemented a program directed at ensuring that its and its subsidiaries' products (including prior and current products and technology and products and technology currently under development) will, when used in accordance with associated documentation on a specified platform or platforms, be capable upon installation of (i) operating in the same manner on dates in both the Twentieth and Twenty-First centuries and (ii) accurately processing, providing and receiving date data from, into and between the Twentieth and Twenty-First centuries, including the years 1999 and 2000, and making leap-year calculations, provided that all non-ACC products (e.g., hardware, software and firmware) material to the conduct of the business of ACC and used in or in combination with ACC's products, exchange data with ACC's products in the same manner on dates in both the Twentieth and Twenty-First centuries. ACC has taken the steps set forth in Section 5.16 of the ACC Disclosure Schedule to assure that the year 2000 date change will not adversely affect the systems and facilities that support the operations of ACC and its Subsidiaries, except as is not reasonably likely to have an ACC Material Adverse Effect.

5.17. Customers. Section 5.17 of the ACC Disclosure Schedule includes a list of the top ten customers of ACC, plus any other customer or group of related customers from whom payments were received which equaled or exceeded five percent (5%) of ACC's gross sales for the fiscal years ended 1997 or 1998, or from whom payments are projected to equal or exceed such percentage for the current fiscal year (the "ACC Large Customers"). Except as set forth in Section 5.17 of the ACC Disclosure Schedule, ACC has no knowledge that any of the ACC Large Customers intends to terminate or otherwise modify adversely its relationship with ACC or to materially decrease its purchases of goods or services from ACC. ACC has maintained its customer lists and related information on a confidential and proprietary basis and has not granted to any third party any right to use such customer lists for any purpose unrelated to the business of ACC.

5.18. Transactions with Affiliates. Except as set forth in Section 5.18 of the ACC Disclosure Schedule, no officer, director or holder of 5% or more of the outstanding share capital of ACC or any ACC Subsidiary, or any person or affiliated group with whom any such stockholder, officer or director has any direct or indirect relation by blood, marriage or adoption, or any entity in which any such person, owns (other than through a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market and less than 1% of the stock of which is beneficially owned by all such persons) any beneficial interest in: (i) any contract, arrangement or understanding or any related series of the same involving aggregate consideration in excess of $10,000 with, or relating to, the business or operations of ACC or any ACC Subsidiary; (ii) any loan, arrangement, understanding, agreement or contract or any related series of the same for or relating to indebtedness of ACC or any ACC Subsidiary in excess of $10,000 in the aggregate; or (iii) any property or related group of properties with an aggregate value of at least $10,000 (real, personal or mixed), tangible or intangible, used or currently intended to be used in, the business or operations of ACC or any ACC Subsidiary.

5.19. Management Letters. True and accurate copies of all management letters by ACC or any ACC Subsidiary from any of their accountants since December 31, 1997 are included in Section 5.19 of the ACC Disclosure Schedule.

5.20. Proxy Statement.

(a) To the best of ACC's knowledge, the Proxy Statement relating to the ACC Shareholders' Meeting, as amended or supplemented from time to time, and any other documents relating to the ACC Shareholders Meeting to be filed with the SEC or any other Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any Subsidiary of ACC in connection with the Merger and the other transactions contemplated hereby will not, on the date of its filing or, in the case of the Proxy Statement, at the date it is mailed to shareholders, and at the time of the ACC Shareholders' Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, insofar as the information therein relates to ACC. The Proxy Statement and any such other

documents filed by ACC with the SEC under the Exchange Act will comply as to form in all material respects with the requirements of the Exchange Act and the Securities Act.

(b) Neither the information supplied or to be supplied by or on behalf of ACC for inclusion, nor the information incorporated by reference from documents filed by ACC with the SEC, in any document to be filed by VTI or any of its Subsidiaries with any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or VTI or any Subsidiary of either in connection with the Merger or any other transaction contemplated hereby will on the date of its filing contain, to the best of ACC's knowledge, any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading except that no representation or warranty is made by ACC with respect to the statements made or incorporated by reference therein based upon information supplied by VTI specifically for inclusion or incorporation by reference in the Proxy Statement or any other documents filed by ACC with the SEC.

5.21. Tax Matters. Except as set forth in Section 5.21 of the ACC Disclosure Schedule:

(a) The Taxpayers of ACC have duly filed all tax reports and returns required to be filed by them, including all federal, state, local and foreign tax returns and reports and have paid in full all taxes required to be paid by such Taxpayers before such payment became delinquent or which is being contested in good faith and for which adequate reserves have been set aside in ACC's financial records. To the best of ACC's knowledge, ACC has made adequate provision, in conformity with generally accepted accounting principles consistently applied, for the payment of all taxes which may subsequently become due. All taxes which any Taxpayer of ACC has been required to collect or withhold have been duly collected or withheld and, to the extent required when due, have been or will be duly paid to the proper taxing authority.

(b) The federal income tax returns of ACC and its predecessors have not been examined by the Internal Revenue Service for any periods since their inception. There are no audits of ACC's tax returns known by ACC to be pending, and there are no claims which have been or may be asserted relating to any of ACC's tax returns filed for any year which if determined adversely would result in the assertion by any governmental agency of any deficiency which could reasonably be expected to result in, individually or in the aggregate, an ACC Material Adverse Effect. There have been no waivers of statutes of limitations by ACC.

(c) None of the Taxpayers of ACC has filed a statement under
Section 341(f) of the Code (or any comparable state income tax provision) consenting to have the provisions of Section 341(f)(2) (collapsible corporations provisions) of the Code (or any comparable state income tax provision) apply to any disposition of any of ACC's assets or property, and no property of ACC is property which VTI or ACC is or will be required to treat as owned by another person pursuant to the provisions of
Section 168(f) (safe harbor leasing provisions) of the Code. ACC is not a party to any tax-sharing agreement or similar arrangement with any other party.

5.22. Reports and Financial Statements. ACC has timely filed with the SEC all ACC SEC Reports and has previously made available to VTI true and complete copies of all ACC SEC Reports. As of their respective dates, the ACC SEC Reports
(i) complied as to form in all material respects with the requirements of the Securities Act, or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Except as disclosed in Section 5.22 of the ACC Disclosure Schedule, since June 30, 1997, ACC has not received from the SEC, any state securities commissioner or agency or NASDAQ, notice of any actual or threatened inquiry, investigation, hearing, prosecution, stop order proceeding or other adverse action by such agency or authority against ACC, any of its Subsidiaries or Affiliates or any listing of any security issued by ACC or any of its Subsidiaries. The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the ACC SEC Reports (the "ACC Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments which are not expected, individually or in the aggregate, to result in a ACC Material Adverse Effect) the consolidated financial position of ACC and its consolidated Subsidiaries as of the respective dates thereof and the consolidated

results of their operations and cash flows for the respective periods then ended, in each case, in accordance with generally accepted accounting principles consistently applied.

5.23. Payments. ACC has not, directly or indirectly, paid nor has it delivered any fee, commission or other sum of money or item or property, however characterized, any finder, agent, government official or other party, in the United States or any other country, which is in any manner related to the business or operations of ACC, which ACC knows or has reason to believe to have been illegal under any federal, state or local laws of the United States or any other country having jurisdiction; and ACC has not participated, directly or indirectly, in any boycotts or other similar practices affecting any of its actual or potential customers and has at all times done business in an open and ethical manner.

5.24. Information Supplied. The financial and other information provided to VTI by or on behalf of ACC on or prior to the date hereof and listed on
Section 5.24 of the ACC Disclosure Schedule was prepared in good faith and, as of the dates provided and in light of the circumstances under which such information was provided (as supplemented by further information provided by ACC to VTI prior to the date hereof), accurately reflected in all material respects the status or matters purported to be reflected by such financial or other information. To the best of ACC's knowledge, the information provided in these representations and warranties and the ACC Disclosure Schedule is not false or misleading in any material respect, as of the dates provided and in light of the circumstances under which such information was provided (as supplemented by further information provided by ACC to VTI prior to the date hereof).

5.25. Other Reports. Since September 30, 1999, to the best of ACC's knowledge, ACC and each of its Subsidiaries has filed all required forms, reports and documents required to be filed with any Governmental Body or self-regulatory organization which is charged with regulating or supervising any business conducted by ACC or any ACC Subsidiary (other than such forms, reports and documents which if not filed would not adversely affect in any material manner the licenses and regulatory status of ACC or any ACC Subsidiary), each of which complied in all material respects with applicable requirements in effect on the dates of such filings and to the best of ACC's knowledge, none of which, as of its date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances in which they were made, not misleading.

5.26. Vote Required. The affirmative vote of the holders of record of a simple majority of the outstanding shares of the ACC Common Stock with respect to the adoption of this Agreement is the only vote of the holders of any class or series of the capital stock of ACC required to adopt this Agreement and approve the Merger and the other transactions contemplated hereby.

ARTICLE 6

ADDITIONAL COVENANTS AND AGREEMENTS OF THE PARTIES

6.1. Conduct of the Business of VTI. Except with the prior consent of ACC or as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time: (i) VTI will, and will cause each of its Subsidiaries to, conduct its business only in, and VTI will not take, and will cause each of its Subsidiaries not to take, any action except in, the ordinary course consistent with past practice, (ii) VTI will not, and VTI will cause each of its Subsidiaries not to, enter into any material transaction other than in the ordinary course of business consistent with past practice (other than the sale by VTI of substantially all of the assets of USTelecenters, Inc. and Vermont Network Services Corporation) and (iii) to the extent consistent with the foregoing, with no less diligence and effort than would be applied in the absence of this Agreement, VTI will use its best efforts to, and will cause each of its Subsidiaries to use its best efforts to, preserve intact its current business organizations and reputation, keep available the service of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it with the objective that their goodwill and ongoing businesses shall be unimpaired at the Effective Time and comply in all material respects with all Laws and Orders of all Governmental Bodies or regulatory authorities applicable to it. Without limiting the generality of the foregoing and except as otherwise expressly permitted in this Agreement, prior to the

Effective Time, VTI will not and will not permit any of its Subsidiaries to, without the prior written consent of ACC (except to the extent set forth in the VTI Disclosure Schedule):

(a) except for 3,395,278 shares of VTI Common Stock reserved for issuance upon exercise of VTI Options and warrants outstanding as of the date hereof and except as set forth in Section 4.3 of the VTI Disclosure Schedule, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or (B) any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock of VTI outstanding on the date hereof;

(b) except as contemplated in subsection (a) above, directly or indirectly redeem, repurchase or otherwise acquire, or propose to redeem, repurchase or otherwise acquire, any of its outstanding securities or any Option with respect thereto;

(c) except for a reverse split of its outstanding VTI Common Stock in a ratio agreed to by ACC, split, combine, subdivide, reclassify or take similar action with respect to any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or declare, set aside for payment or pay any dividend, or make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to shareholders in their capacity as such, other than in a manner consistent with prior business practices;

(d) (i) increase in any manner the compensation or fringe benefits of any of its directors or officers; (ii) increase in any manner the compensation or fringe benefits of any employee (other than a director or officer); (iii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or contemplated by any of the existing benefit, severance, pension or employment plans, agreements or arrangements as in effect on the date hereof to any such director, officer or employees, whether past or present; (iv) enter into any new or amend any existing employment agreement with any such director, officer or employee;
(v) enter into any new or amend any existing severance agreement with any such director, officer or employee; or (vi) except as may be required to comply with applicable law, become obligated under any new pension plan or arrangement, welfare plan or arrangement, multi-employer plan or arrangement, employee benefit plan or arrangement, severance plan or arrangement, benefit plan or arrangement, or similar plan or arrangement, which was not in existence on the date hereof, or amend any such plan or arrangement in existence on the date hereof if such amendment would have the effect of enhancing or accelerating any benefits thereunder;

(e) enter into any contract or amend or modify any existing contract, or engage in any new transaction with any Affiliate of VTI or any of its Subsidiaries;

(f) adopt a plan of complete or partial liquidation, or resolutions providing for or authorizing such liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of VTI or any of its Subsidiaries (other than the Merger, and other than such of the foregoing with respect to any subsidiary of VTI as do not change the beneficial ownership interest of VTI in such Subsidiary);

(g) make any acquisition, by means of merger, consolidation, purchase of a substantial equity interest in or a substantial portion of the assets of, or otherwise, of (i) any business or corporation, partnership, association or other business organization or division thereof or (ii) any other assets;

(h) adopt or propose any amendments to its Certificate of Incorporation or By-laws, except as contemplated by this Agreement, or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary not constituting an inactive Subsidiary of VTI;

(i) other than borrowings under existing credit facilities, (x) incur any indebtedness for borrowed money or guarantee any such indebtedness,
(y) make any loans, advances or capital contributions to, or investments in, any other Person (other than to VTI or any Wholly-Owned Subsidiary of VTI) or (z) voluntarily purchase, cancel, prepay or otherwise provide for a complete or partial discharge in advance of a scheduled repayment date with respect to, or waive any right under, any indebtedness for borrowed money;

(j) make any change in the lines of business in which it participates or is engaged;

(k) enter into any agreement providing for acceleration of payment or performance or other consequence as a result of a change of control of VTI or its Subsidiaries;

(l) enter into any contract, arrangement or understanding requiring the purchase of equipment, materials, supplies or services and for the expenditure of greater than $25,000 which is not cancelable without penalty on 30 days' or less notice; or

(m) except to the extent required by applicable law, (x) permit any material change in (A) pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or tax practice or policy or (B) any method or calculating any bad debt, contingency or other reserve for accounting, financial reporting or tax purposes or (y) make any material tax election or settle or compromise any material income tax liability with any Governmental Body or regulatory authority;

(n) sell, lease, grant any security interest in or otherwise dispose of or encumber any of its assets or properties, except for sales of inventory in the ordinary course of business;

(o) take any action that would cause any representations set forth in Article 4 not to be true in all material respects from and after the date hereof until the Effective Time;

(p) fail to maintain in full force the insurance policies in effect on the date hereof or change any self-insurance program in effect in any material respect;

(q) in the event that a claim is made for damage, which damage would have a VTI Material Adverse Effect during the period prior to the Closing Date which is covered by such insurance, fail to promptly notify ACC of the pendency of such a claim;

(r) do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any Contract or commitment of VTI or any of its Subsidiaries;

(s) fail to duly comply in all material respects with all Laws and Orders applicable to it and its properties, operations, business and employees; or

(t) authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any Contract to do any of the foregoing.

Notwithstanding anything to the contrary in this Section 6.1, the parties acknowledge and agree that from the date of this Agreement through the Closing Date, ACC and VTI will be actively cooperating in running the business of VTI and that any action taken or not taken during such period by VTI at the direction of, with the knowledge of or in consultation with a representative of ACC will not result in a breach of this Section 6.1 by VTI.

6.2. Conduct of the Business of ACC. Except as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time: (i) ACC will, and will cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and
(ii) to the extent consistent with the foregoing, with no less diligence and effort than would be applied in the absence of this Agreement, ACC will, and will cause each of its Subsidiaries to, preserve intact its current business organizations and reputation, keep available the service of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it with the objective that their goodwill and ongoing businesses shall be unimpaired at the Effective Time and comply in all material respects with all Laws and Orders of all Governmental Bodies or regulatory authorities applicable to it.

6.3. No Solicitation. VTI shall not, nor shall it authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each, a

"Representative") retained by or acting for or on behalf of it to, directly or indirectly, initiate, solicit, encourage, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction by any Person or group (a "Potential Acquiror"). VTI will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Transaction, all of which such activities, discussions and negotiations which have occurred since December 31, 1998 are set forth in section 6.3 of the VTI Disclosure Schedule, except to the extent that disclosure thereof is prohibited pursuant to a written agreement between VTI and any such Potential Acquiror. As used in this Agreement, "Acquisition Transaction" means any merger, consolidation or other business combination involving the relevant party to this Agreement or any of its Significant Subsidiaries or any acquisition in any manner of all or a substantial portion of the equity of, or all or a substantial portion of the assets of, such party or any of its Significant Subsidiaries, whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this Agreement.

6.4. Meetings of Shareholders.

(a) Subject to the fiduciary duties of VTI's Board of Directors under applicable law, (i) VTI will take all action necessary in accordance with applicable law and its Certificate of Incorporation and Bylaws to convene a meeting of its stockholders (the "VTI Stockholders' Meeting") as promptly as practicable to consider and vote upon the approval of the Merger and the other transactions contemplated hereby (the "VTI Stockholders' Approval") and
(ii) the Board of Directors of VTI shall recommend and declare advisable such approval and VTI shall take all lawful action to solicit, and use all reasonable efforts to obtain, such approval. ACC agrees to cooperate in all reasonable respects with VTI in VTI's efforts to obtain VTI Stockholders' Approval.

(b) Subject to the fiduciary duties of ACC's Board of Directors under applicable law as advised in writing by counsel (i) ACC will take all action necessary in accordance with applicable law and its Certificate of Incorporation and Bylaws to convene a meeting of its shareholders (the "ACC Shareholders' Meeting") as promptly as practicable to consider and vote upon the approval of the Merger and the other transactions contemplated hereby (the "ACC Shareholders' Approval") and (ii) the Board of Directors of ACC shall recommend and declare advisable such approval, and ACC shall take all lawful action to solicit, and use all reasonable efforts to obtain, such approval. VTI agrees to cooperate in all reasonable respects with ACC in ACC's efforts to obtain the ACC Shareholders' Approval.

(c) ACC and VTI will use their best efforts to hold the ACC Shareholders' Meeting and the VTI Stockholders' Meeting on the same day as soon as reasonably practicable after the date hereof.

6.5. Proxy Statement. As soon as practicable following the date of this Agreement, VTI and ACC shall prepare and file with the SEC a joint proxy statement (the "Proxy Statement") and VTI shall prepare and file with the SEC a registration statement on Form S-4 (the "Form S-4"), in which the Proxy Statement will be included as a prospectus. Each of VTI and ACC shall use reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. VTI will use all reasonable efforts to cause the Proxy Statement to be mailed to VTI's stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. ACC will use all reasonable efforts to cause the Proxy Statement to be mailed to ACC's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. VTI shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a general consent to service of process) required to be taken under any applicable state securities laws in connection with the issuance of VTI Common Stock in the Merger and ACC shall furnish all information concerning ACC and the holders of ACC Common Stock as may be reasonably requested in connection with any such action. No filing of, or amendment or supplement to, the Form S-4 will be made by VTI, or the Proxy Statement will be made by either VTI or ACC, without providing the other party the opportunity to review and comment thereon. VTI will advise ACC, promptly after it receives notice thereof, of the time when the Form S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification of the VTI Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC for additional information. If at any time prior to the Effective Time any information relating to ACC or VTI, or any of their respective affiliates,

officers or directors, should be discovered by ACC or VTI which would be set forth in an amendment or supplement to any of the Form S-4 or the Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by law, disseminated to the stockholders of ACC and VTI.

6.6. Reasonable Efforts. ACC and VTI shall, and shall use all reasonable efforts to cause their respective Subsidiaries to: (i) promptly make all filings and seek to obtain all Authorizations required under all applicable laws with respect to the Merger and the other transactions contemplated hereby and will cooperate with each other with respect thereto; (ii) use all reasonable efforts to promptly take, or cause to be taken, all other actions and do, or cause to be done, all other things necessary, proper or appropriate to satisfy the conditions set forth in Article 6 and to consummate and make effective the transactions contemplated by this Agreement on the terms and conditions set forth herein as soon as practicable (including seeking to remove promptly any injunction or other legal barrier that may prevent such consummation); and (iii) not take any action (including, without limitation, effecting or agreeing to effect or announcing an intention or proposal to effect, any acquisition, business combination or other transaction) which might reasonably be expected to impair the ability of the parties to consummate the Merger at the earliest possible time (regardless of whether such action would otherwise be permitted or not prohibited hereunder).

6.7. Access to Information. Upon reasonable notice, each of ACC and VTI shall (and shall cause their respective Subsidiaries to) afford to the authorized Representatives of the other party access, during normal business hours throughout the period prior to the Effective Time, to its properties, books and records (including without limitation, the work papers of independent accountants) and, during such period, shall (and shall cause their respective Subsidiaries to) furnish promptly to such Representatives all information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 6.7 shall affect or be deemed to modify any of the respective representations or warranties made by VTI or ACC. Each of ACC and VTI agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.7 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, each party hereto will keep confidential, and will cause its Representatives to keep confidential, all information and documents obtained pursuant to this
Section 6.7 except as otherwise consented to by the other party; provided, however, that neither VTI nor ACC shall be precluded from making any disclosure which it deems required by law in connection with the transactions contemplated by this Agreement. In the event any party is required to disclose any information or documents pursuant to the immediately preceding sentence, such party shall promptly give written notice of such disclosure that is proposed to be made to the other party so that the parties can work together to limit the disclosure to the greatest extent possible and, in the event that either party is legally compelled to disclose any information, to seek a protective order or other appropriate remedy or both. Upon any termination of this Agreement, each of ACC and VTI will collect and deliver to the other party all documents obtained pursuant to this Section 6.7 or otherwise for such party or its Respective Representatives by it or any of its Respective Representatives then in their possession and any copies thereof. All requests for access to ACC or VTI and their respective Subsidiaries pursuant to this Section 6.7 shall be made through their Respective Representatives named in the VTI Disclosure Schedule or the ACC Disclosure Schedule, as the case may be.

6.8. Registration and Listing of Share Consideration.

(a) VTI will cause to be registered, under the applicable provisions of the Securities Act, the Merger Consideration.

(b) VTI will use its best efforts to cause the Merger Consideration to be listed on NASDAQ.

6.9. Affiliate Agreements. Within two weeks following the date of this Agreement, ACC will provide VTI with a list of those persons who are, in ACC's reasonable judgment after review by its independent counsel, "affiliates" of it within the meaning of Rule 145 promulgated under the Securities Act ("Rule 145") (each such person who is an "affiliate" within the meaning of Rule 145 is referred to herein as a "Rule 145 Affiliate"). ACC shall provide VTI with such information and documents as VTI shall reasonably request for purposes of

reviewing such list and shall notify VTI in writing regarding any change in the identity of its Rule 145 Affiliates prior to the Effective Time. ACC shall use its commercially reasonable efforts to deliver or cause to be delivered to VTI prior to the Effective Time from each of its Rule 145 Affiliates, an executed Affiliate Agreement, in substantially the form attached hereto as Exhibit D an "Affiliate Agreement"). VTI shall be entitled to place appropriate legends on the certificates evidencing any VTI Common Stock to be received by such Rule 145 Affiliates pursuant to the terms of this Agreement, and to issue appropriate stop transfer instructions to the transfer agent for VTI Common Stock, consistent with the terms of the Affiliate Agreements.

6.10. Consents. ACC and VTI shall use their respective best efforts, without payment of any consideration to the persons or entities from whom or which consents or agreements are required, to obtain at the earliest practicable date, all consents and agreements of third parties necessary for the performance by ACC and VTI of their respective obligations under this Agreement or any agreement referred to herein or contemplated hereby or to the consummation of the transactions contemplated hereby or thereby except for those consents and agreements which, if not obtained, would not have an ACC Material Adverse Effect or a VTI Material Adverse Effect, as the case may be. No consideration, whether such consideration shall consist of the payment of money or shall take any other form, for any such consent or agreement necessary to the consummation of the transactions contemplated hereby shall be given or promised by either of ACC or VTI or any of their respective Subsidiaries without the prior written approval of the other party.

6.11. Filings and Authorizations. ACC and VTI shall, as promptly as practicable following the execution and delivery of this Agreement, file or supply, or cause to be filed or supplied, all notifications, reports and other information required to be filed or supplied pursuant to the HSR Act in connection with the transactions contemplated by this Agreement. In addition to and not in limitation of the foregoing, each of the parties will (x) take promptly all actions necessary to make the filings required of VTI and ACC or their respective affiliates under the HSR Act, (y) comply at the earliest practicable date with any request for additional information received by such party or its affiliates from the Federal Trade Commission (the "FTC") or the Antitrust Division of the Department of Justice (the "Antitrust Division") pursuant to the HSR Act, and (z) cooperate with the other party in connection with such party's filings under the HSR Act and in connection with resolving any investigation or other inquiry concerning the Merger or the other matters contemplated by this Agreement commenced by either the FTC or the Antitrust Division or state attorneys general. Each of ACC and VTI will proceed diligently and in good faith and will use all commercially reasonable efforts to do, or cause to be done, all things necessary, proper or advisable to, as promptly as practicable, (i) make, or cause to be made, all such other filings and submissions, as may be required to consummate the Merger and the other transactions contemplated hereby in accordance with the terms of this Agreement,
(ii) obtain, or cause to be obtained, all authorizations, approvals, consents and waivers from all persons and governmental authorities necessary to be obtained in order to consummate such transfer and such transactions and
(iii) take, or cause to be taken, all other actions necessary, proper or advisable in order to fulfill their respective obligations hereunder.

6.12. Further Assurances; Notice of Breach; Cure. At any time and from time to time after the Closing, the parties agree to use their best efforts to cooperate with each other, to execute and deliver such other documents, instruments of transfer or assignment (which documents and instruments must be in form reasonably satisfactory to each party executing the same) and do all such further acts and things as may reasonably be required to carry out the transactions contemplated hereunder. Each party shall promptly notify the other party in writing of any information delivered to or obtained by such party which would prevent the satisfaction of any condition set forth in Article 7 or consummation of the transactions contemplated by this Agreement, or would indicate a breach of the representations or warranties of any of the parties to this Agreement. After giving or receiving notice that any representation, warranty or covenant set forth herein has been breached or that any condition set forth in Article 7 cannot be satisfied, the affected party shall have 15 days to cure same or to demonstrate to the other party's reasonable satisfaction that such breach or condition both is curable and will be cured prior to the estimated Effective Time. If such party fails to cure or demonstrate such ability to cure such breach or satisfy such condition, the other party shall have the right to waive the breach or failure of condition unless the nature of such breach or failure of condition renders closing under this Agreement impossible. If such breach or failure of condition is not waived, this Agreement may be terminated in accordance with Section 8.1.

6.13. Voting Agreements.

(a) VTI Voting Agreements. Concurrently herewith, each of William Shea, Franklin Reece and Paul O'Brien has entered into the VTI Voting Agreement with ACC in substantially the form attached hereto as Exhibit E.

(b) ACC Voting Agreement. Concurrently herewith, Richard Reiss has entered into the ACC Voting Agreement with VTI in substantially the form attached hereto as Exhibit F.

6.14. Cooperation on Litigation. VTI and ACC agree to furnish or cause to be furnished to each other, upon reasonable request, as promptly as practicable, such information (including access to books and records) and assistance as is reasonably necessary for the preparation for or the prosecution or defense of any suit, action, litigation or arbitration or other proceeding or investigation against VTI or ACC, respectively, arising from this Agreement or the transactions contemplated hereby. The party requesting such information and assistance shall reimburse the other party for all reasonable out-of-pocket costs and expenses incurred by such party in providing such information and in rendering such assistance.

6.15. Restriction on Sale of VTI Common Stock. VTI shall cause each Indemnifying Shareholder to enter into a lockup agreement in the form of Exhibit G pursuant to which such Indemnifying Shareholder will agree that, for a period of six (6) months after the Effective Time, such Indemnifying Shareholder will not sell, offer to sell, pledge, transfer or otherwise dispose of any shares of its VTI Common Stock or derivative thereof.

ARTICLE 7

CONDITIONS TO CLOSING

7.1. Conditions to Obligations of the Parties. The respective obligations of each party to consummate the transactions contemplated hereby shall be subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, unless waived in writing by the party being benefited thereby, to the extent permitted by applicable law.

(a) VTI Stockholders' Approval. VTI shall have obtained the VTI Stockholders' Approval from the requisite holders of shares of the VTI Common Stock in accordance with applicable law and the Certificate of Incorporation and Bylaws of VTI.

(b) ACC Shareholders' Approval. ACC shall have obtained the ACC Shareholders' Approval from the requisite holders of the Shares in accordance with applicable law and the Certificate of Incorporation and Bylaws of ACC.

(c) HSR Act. The waiting period (and any extension thereof) applicable to the Merger under the HSR Act shall have been terminated or expired.

(d) Government Consents. All (i) Authorizations specified in the ACC Disclosure Schedule and the VTI Disclosure Schedule and (ii) other Authorizations required in connection with the execution and delivery of this Agreement and the performance of the obligations hereunder shall have been made or obtained in each case without limitation or restriction unacceptable to VTI and ACC in their reasonable judgment, except, in the case of Authorizations referred to in clause (ii) above, where the failure to have obtained such Authorizations could not reasonably be expected to have a VTI Material Adverse Effect or an ACC Material Adverse Effect, as the case may be.

(e) No Suits nor Injunctions. There shall be no suits, actions, inquiry, investigations nor proceedings, nor shall there be in effect any Order or injunction of any court or Governmental Body of competent jurisdiction, restraining, enjoining or otherwise preventing consummation of the transactions contemplated by this Agreement or permitting such consummation only subject to any condition or restriction unacceptable to VTI and ACC in their reasonable judgment.

(f) Proxy Statement. The Proxy Statement shall have been approved for distribution to each of ACC's shareholders and VTI's stockholders at the time that it is mailed to ACC and VTI shareholders, and no order suspending such approval shall have been issued, no action, suit, proceeding or investigation by the SEC to suspend such approval shall have been initiated and be continuing, and all necessary approvals under state securities laws or the Securities Act or Exchange Act relating to the issuance of the VTI Common Stock shall have been received.

(g) Tax Opinion. ACC and VTI shall have received the written opinions of Morrison & Foerster LLP and Burns & Levinson LLP, respectively, in form and substance satisfactory to them, to the effect that the Merger, if consummated according to this Agreement, will constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code, and that the federal income tax consequences to ACC's shareholders will be consistent with such type of reorganization.

7.2. Conditions to Obligations of VTI. The obligations of VTI to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or part by VTI to the extent permitted by applicable law:

(a) Representations and Warranties True. Each of the representations and warranties made by ACC in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date, and ACC shall have delivered to VTI a certificate, dated the Closing Date and executed on behalf of ACC by its Chairman of the Board, President or any Executive or Senior Vice President, to such effect.

(b) Performance. ACC shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, and ACC shall have delivered to VTI a certificate, dated the Closing Date and executed on behalf of ACC by its Chairman of the Board, President or any Executive or Senior Vice President, to such effect.

(c) Opinion of Counsel for ACC. VTI shall have received from Morrison & Foerster LLP, or other counsel for ACC satisfactory to VTI, an opinion dated the Closing Date in substantially the form set forth in Exhibit H hereto.

(d) Proceedings. All corporate proceedings taken by ACC in connection with the transactions contemplated hereby and all documents incident thereto shall reasonably be satisfactory in all respects to VTI and VTI's counsel, and VTI and VTI's counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

(e) Third Party Consents. All required authorizations, consents or approvals of any third party (other than a Governmental Body), the failure to obtain which could have an ACC Material Adverse Effect, shall have been obtained.

(f) The ACC Voting Agreement. The ACC Voting Agreement shall have been observed and shall continue to be in full force and effect in accordance with its terms.

(g) Fairness Opinion. VTI shall have received a written opinion of H.C. Wainwright & Co., Inc., or another investment banking firm, dated the date of the Proxy Statement, to the effect that the financial terms of the Merger are fair from a financial point of view to VTI and its stockholders.

7.3. Conditions to Obligations of ACC. The obligations of ACC to consummate the transactions contemplated by this Agreement are subject to the fulfillment at or prior to the Effective Time of each of the following conditions, any or all of which may be waived in whole or in part by ACC to the extent permitted by applicable law.

(a) Representations and Warranties True. Each of the representations and warranties made by VTI in this Agreement shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date or, in the case of representations and warranties made as of a specified date earlier than the Closing Date, on and as of such earlier date, and VTI shall have delivered to ACC a certificate, dated the Closing

Date and executed on behalf of VTI by its Chairman of the Board, Chief Executive Officer, or any Executive or Senior Vice President, to such effect.

(b) Performance. VTI shall have performed or complied in all material respects with all agreements and conditions contained herein required to be performed or complied with by it prior to or at the time of the Closing, and VTI shall have delivered to ACC a certificate, dated the Closing Date and executed on behalf of VTI by its Chairman of the Board, Chief Executive Officer, or any Executive or Senior Vice President, to such effect.

(c) Resignation of VTI Directors. VTI shall have received written letters of resignation from each of the current members of its Board of Directors, in each case effective immediately after the Effective Time.

(d) Termination of Employment Agreements. VTI shall have terminated its employment agreements with each of William Shea and Franklin Reece, in each case effective immediately after the Effective Time and on terms reasonably acceptable to ACC.

(e) No Liabilities. VTI shall have provided evidence reasonably acceptable to ACC that immediately prior to Closing that it has no debt or liabilities other than (i) current liabilities incurred in the ordinary course of business;
(ii) as disclosed in VTI's most recent quarterly report on Form 10-Q;
(iii) under VTI's senior bank facility or (iv) as otherwise disclosed to ACC in writing.

(f) Disposal of US TeleCenters and Vermont Network Services, Inc. VTI shall have provided evidence reasonably acceptable to ACC that it has disposed of US TeleCenters and Vermont Network Services, Inc., with no recourse to VTI, except as set forth on Schedule 7.3(f).

(g) Private Placement. ACC shall have received evidence satisfactory to it that a private placement of not less than $4,000,000 of equity securities
(including the conversion of any outstanding debt securities of VTI into equity) of the Surviving Corporation, on terms acceptable to ACC, shall close immediately following consummation of the Merger.

(h) Extension of Maturity Dates for VTI Notes. VTI shall have provided evidence reasonably acceptable to ACC that those noteholders who provided subordinated debt to VTI pursuant to a subordinated loan and security agreement dated November 17, 1999 have agreed to forbear payments on such subordinated debt until its scheduled maturity date of June 30, 2000.

(i) Lock-Up Agreements. Each Indemnifying Shareholder shall have executed and delivered to ACC a lock-up letter agreeing in form and substance to the restrictions contained in Section 7.15.

(j) The VTI Voting Agreement. The VTI Voting Agreements shall have been observed and shall continue to be in full force and effect in accordance with their terms.

(k) Opinion of Counsel for VTI. ACC shall have received from Burns & Levinson LLP, or other counsel for VTI satisfactory to ACC, an opinion dated the Closing Date in substantially the form set forth in Exhibit I hereto.

(l) Proceedings. All corporate proceedings taken by VTI in connection with the transactions contemplated hereby and all documents incident thereto shall reasonably be satisfactory in all respects to ACC and ACC's counsel, and ACC and ACC's counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

(m) Escrow Agreement. Each of the Indemnifying Shareholders and VTI shall have executed and delivered to ACC the Escrow Agreement in the form of Exhibit C hereto.

(n) Third Party Consents. All required authorizations, consents or approvals of any third party (other than a Governmental Body), the failure to obtain which could have a VTI Material Adverse Effect, shall have been obtained.

(o) Listing of VTI Shares on NASDAQ. The shares of the VTI Common Stock required to be issued hereunder shall have been approved for listing on NASDAQ, subject only to official notice of issuance.

(p) Fairness Opinion. ACC shall have received a written opinion of an investment banking firm chosen by ACC, dated the date of the Proxy Statement, to the effect that the financial terms of the Merger are fair from a financial point of view to ACC and its shareholders.

(q) Amended and Restated Certificate of Incorporation and Bylaws. The Amended and Restated Certificate of Incorporation of VTI in the form attached hereto as Exhibit A shall have been filed with the Secretary of State of the State of Delaware and VTI shall have duly adopted the Amended and Restated Bylaws attached hereto as Exhibit B.

ARTICLE 8

TERMINATION AND ABANDONMENT;
BREAK-UP FEE AND EXPENSE REIMBURSEMENT

8.1. Termination Rights. This Agreement may be terminated by VTI or ACC at any time after the Final Termination Date unless the Closing has occurred on or prior to such date, unless the failure of such occurrence shall be due to a failure of the party seeking to terminate this Agreement to perform or observe its agreements and conditions set forth herein required to be performed or observed by such party at or before the Closing. This Agreement may be terminated at an earlier time upon the mutual written consent of the parties. In addition, either party may terminate this Agreement prior to the Final Termination Date by delivery of written notice to such effect to the other party
(a) in accordance with termination rights specifically provided elsewhere in this Agreement, (b) in the event that any condition precedent to the closing of the Merger has not been or cannot be satisfied within the time periods
(including any grace or cure periods) and in the manner provided herein, and (c) in the event that a party breaches in some material respect a representation, warranty or covenant contained herein and such party fails to cure or demonstrate an ability to cure such breach within the time period provided in
Section 6.12.

8.2. Termination Expenses and Liability.

(a) General Provision. Except to the extent ACC is entitled pursuant to the provisions of subsection (b) below to receive any termination payment, or unless a party commits a breach of any representation, warranty or covenant contained herein, upon a termination of this Agreement by either party, each party shall bear its own costs and expenses and neither party shall have any liability to the other in connection with or following any valid termination of this Agreement. Upon a breach of any representation, warranty or covenant made by a party herein, such party shall have such liability for breach of contract and shall pay such damages as may be determined by a court of law or equity.

(b) Termination Fee--ACC. In the event that VTI directly or indirectly, through any officer, employee, director, representative, parent, affiliate, broker, advisor or agent (i) seeks, solicits, initiates or encourages the submission of any inquiry, proposal or offer from any corporation, or any lender, partnership, person or other entity or group relating to any acquisition or purchase of the assets of VTI, or exchange offer, merger, reverse merger, consolidation, business combination, recapitalization, spin-off, liquidation, dissolution, or similar transaction involving, directly or indirectly, VTI (each an "Acquisition Proposal"); or (ii) participates or cooperates in or pursues any discussions or negotiations regarding any Acquisition Proposal or furnishes to any person or entity information concerning VTI for any Acquisition Proposal; VTI shall be obligated to reimburse ACC for all reasonable out-of-pocket costs and expenses incurred in connection with this transaction up to a maximum of $200,000. In addition, in the event that a definitive agreement is executed within nine months of the taking of any such action described in the foregoing sentence, and VTI executes a definitive agreement with a party other than ACC providing for the sale of VTI to such party, VTI shall be obligated to pay to ACC a fee of $1,000,000 upon the closing of such transaction.

ARTICLE 9

SURVIVAL OF REPRESENTATIONS AND
WARRANTIES AND INDEMNIFICATION

9.1. Survival of Representations and Warranties.

(a) All representations and warranties made or undertaken by VTI and the Shareholders in this Agreement or the Other Agreements (i) are material, have been relied upon by the other parties hereto, shall survive the Closing

hereunder, and shall not merge in the performance of any obligation by any party hereto, and (ii) shall terminate and expire on the first anniversary of the Closing Date.

(b) All representations and warranties made or undertaken by ACC in this Agreement or the Other Agreements are material, have been relied upon by the other parties hereto and shall terminate and expire on the Closing Date.

(c) Each of VTI and ACC acknowledges and agrees that no due diligence or other investigation of such party by the other or its representatives will diminish or obviate any of the representations, warranties, covenants or agreements made or to be performed by such party pursuant to this Agreement or the Other Agreements or the other's right to fully rely upon such representations, warranties, covenants and agreements.

9.2. Indemnification.

(a) VTI hereby agrees to indemnify ACC, its successors and assigns, and the officers, directors, affiliates, employees, controlling persons and agents of the foregoing (collectively, the "ACC Indemnified Persons"), and hold each of them harmless against and in respect of any and all debts, obligations and other liabilities (whether absolute, accrued, contingent, fixed or otherwise, or whether known or unknown, or due or to become due or otherwise), monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses and expenses (including without limitation amounts paid in settlement, interest, court costs, costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other experts, and other expenses of litigation) (collectively, "Damages") incurred or suffered by any of them by reason of (i) a breach of any of the representations or warranties made by VTI in this Agreement or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by VTI in this Agreement; provided, however, that VTI shall not have any liability under any of the foregoing clauses (i) and (ii) unless the aggregate of all Damages relating thereto for which VTI would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $50,000; and provided, further, that for purposes of determining the amount of Damages under said clauses for the breach of any representation, warranty or covenant in this Agreement that contains a materiality qualifier, such representation, warranty or covenant shall be deemed breached where the Damages relating thereto, individually or in the aggregate, are in excess of $20,000 (which Damages, once such $20,000 threshold has been surpassed, shall be included in full in determining whether the aggregate amount of Damages exceeds the $50,000 amount set forth in the next preceding proviso).

(b) ACC agrees to indemnify and to hold harmless VTI, its successors and assigns, and the officers, directors, affiliates, employees, controlling persons and agents of the foregoing (the "VTI Indemnified Persons") against and in respect of any and all Damages incurred or suffered by them by reason of (i) a breach of any of the representations or warranties made by ACC in this Agreement, or (ii) the nonperformance (whether partial or total) of any covenants or agreements made by ACC in this Agreement provided, however, that ACC shall not have any liability under any of the foregoing clauses (i) and (ii) unless the aggregate of all Damages relating thereto for which the ACC would, but for this proviso, be liable exceeds on a cumulative basis an amount equal to $50,000; and provided, further, that for purposes of determining the amount of Damages under said clauses for the breach of any representation, warranty or covenant in this Agreement that contains a materiality qualifier, such representation, warranty or covenant shall be deemed breached where the Damages relating thereto, individually or in the aggregate, are in excess of $20,000 (which Damages, once such $20,000 threshold has been surpassed, shall be included in full in determining whether the aggregate amount of Damages exceeds the $50,000 amount set forth in the next preceding proviso).

9.3. Method of Asserting Claims.

(a) If any person entitled to indemnification pursuant to Section 9.2 hereof (an "Indemnitee") is threatened in writing with any claim, or any claim is presented in writing to, or any action or proceeding is formally commenced against, any of the Indemnitees which may give rise to the right of indemnification hereunder, the Indemnitee will promptly give written notice thereof to each indemnifying party; provided, however, that any delay by an Indemnitee in so notifying the indemnifying party shall not relieve the indemnifying party of any liability to any of the Indemnitees hereunder except to the extent that the indemnifying party shall have been actually prejudiced as a result of such failure.

(b) The indemnifying party or parties, by delivery of written notice to an Indemnitee within 30 days of notice of claim to indemnity from an Indemnitee, may elect to assume the defense of such claim, action or proceeding at the expense of the indemnifying party; provided, however, that (a) unless such written notice shall be accompanied by a written agreement of each indemnifying party acknowledging the liability of the indemnifying parties to the Indemnitees as a result of this Agreement for any indemnified damage which any Indemnitee might incur or suffer as a result of such claim, action or proceeding or the contesting thereof, each indemnifying party shall be jointly and severally liable for the attorneys' fees and expenses of the Indemnitee, if any, incurred in connection with defending such claim; (b) counsel undertaking such defense shall be reasonably acceptable to the Indemnitee; (c) the indemnifying parties shall mutually elect to contest such claim, action or proceeding and shall conduct and settle such contest in a joint manner, and if the indemnifying parties shall fail at any time to agree, the Indemnitee shall have no obligation to contest such claim, action or proceeding and (d) if the Indemnitee requests in writing that such claim, action or proceeding not to be contested, then it shall not be contested but shall not be covered by the indemnities provided herein. In the event the indemnifying parties jointly elect to contest an indemnifiable matter, VTI, ACC and the Shareholders shall permit each other reasonable access, subject to the provisions of Section 6.7 hereof, to their respective books and records and shall otherwise cooperate in connection with such claim. If the indemnifying parties do not jointly elect to contest an indemnifiable matter, they shall cooperate with the Indemnitee to the extent any of them has knowledge of facts or circumstances relating to such matter, and the Indemnitee shall have the exclusive right to prosecute, defend, compromise, settle or pay any claim, but the Indemnitee shall not be obligated to do so; provided, however, that, should the Indemnitee elect not to exercise its right exclusively to prosecute, defend, compromise, settle or pay such claim, any indemnifying party may elect to do so at its sole expense.

(c) To secure their obligations pursuant to the provisions of this Section, the Shareholders have placed in escrow the Escrowed Shares pursuant to the terms and conditions of the Escrow Agreement. Indemnity obligations hereunder shall be satisfied, in the case of indemnification of any ACC Indemnified Person, through the release of Escrowed Shares pursuant to the Escrow Agreement.

9.4. Limitation.

(a) Notwithstanding anything to the contrary herein, except as provided in
Section 9.4(b), the aggregate liability of VTI and the Indemnifying Shareholders for Damages shall not exceed the Escrowed Shares, and the sole remedy of any ACC Indemnified Person against VTI or the Indemnifying Shareholders for such Damages under this Section 9.2 (except as provided in Section 9.4(b)), shall be to make a claim against the Escrowed Shares in accordance with the Escrow Agreement.

(b) Except with respect to claims based on fraud, the rights of the Indemnitees under this Article 9 shall be the exclusive remedy of the ACC Indemnified Persons and the VTI Indemnified Persons with respect to claims resulting from or relating to any misrepresentation, breach of warranty or failure to perform any covenant or agreement of any party hereto contained in this Agreement.

ARTICLE 10

MISCELLANEOUS

10.1. Expenses. Except as otherwise provided in Section 8.2, each party shall bear its own expenses, including the fees and expenses of any attorneys, accountants, investment bankers, brokers, finders or other intermediaries or other Persons engaged by it, incurred in connection with this Agreement and the transactions contemplated hereby.

10.2. Public Disclosure. Except as may be required to comply with the requirements of applicable law, or otherwise to comply with the terms and conditions of this Agreement, in which case prior notice thereof shall, to the extent practicable, be given to the other party hereto, and reasonable efforts to obtain such party approval shall be made, the parties hereto agree that no press release or similar public announcement or communication will be made or caused to be made concerning the execution or performance of this Agreement without the prior approval of the other party.

10.3. Governing Law; Consent to Jurisdiction. This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed and governed by and in accordance with the laws of the State of Delaware

without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties. Any and all service of process and any other notice in any such action, suit or proceeding shall be effective against any party if given personally or by registered or certified mail, return receipt requested, or by any other means of mail that requires signed receipt, postage prepaid, mailed to such party as herein provided.

10.4. Notices. Any notices or other communications required under this Agreement shall be in writing, shall be deemed to have been given and received when delivered in person, or addressed

(a) if to VTI to:

View Tech, Inc.
3760 Calle Tecate
Suite A
Camarillo, CA 93102-5041
Attn: Paul O'Brien
Phone: (805) 482-8277
Fax: (805) 482-3487

with a copy to:

Burns & Levinson LLP
125 Summer Street
Boston, MA 02110
Attn: Robert C. Rives, Esq.
Phone: (617) 345-3000
Fax: (617) 345-3299

(b) if to ACC to:

All Communications Corporation 225 Long Avenue
Hillside, NJ 07205
Attn: Richard Reiss, President and CEO Phone: (973) 282-2000
Fax: (973) 282-2033

with a copy to:

Morrison & Foerster LLP
1290 Avenue of the Americas
New York, NY 10104-0050
Attn: Michael J.W. Rennock, Esq. Phone: (212) 468-8000
Fax: (212) 468-7900

or at such other place or places or to such other person or persons as shall be designated in writing by the parties to this Agreement in the manner herein provided.

10.5. Headings; Singular/Plural. Article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Where the context so requires or permits, the use of singular form includes the plural, and the use of the plural form includes the singular.

10.6. Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.

10.7. Assignment. This Agreement may not be assigned by a party hereto without the prior written consent of the other parties. This Agreement shall be binding upon and inure to the benefit of successors and assigns of the parties hereto.

10.8. Severability. If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to this Agreement to the fullest extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to the fullest extent permitted.

10.9. Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, at any time, but only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege, or any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege.

10.10. No Third Party Beneficiaries. Except as provided in Section 5.9, nothing in this Agreement shall convey any rights or remedies upon any person or entity that is not a party to this Agreement or a permitted assignee of a party to this Agreement.

10.11. Entire Agreement. This Agreement and the Exhibits and the Disclosure Schedules hereto and any collateral agreements executed in connection with the consummation of the transactions contemplated herein, constitute the entire agreement between the parties hereto with respect to the transactions contemplated hereby and supersedes all prior written or oral understandings, agreements or undertakings with respect thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

VIEW TECH, INC.

By: /s/DOUGLAS HOPKINS
    -------------------------------

ALL COMMUNICATIONS CORPORATION

By: /s/RICHARD REISS
    -------------------------------

APPENDIX B

January 19, 2000
Board of Directors
ViewTech, Inc.
3760 Calle Tecate, Suite A
Camarillo, CA 93012

Dear Sirs:

You have asked us to advise you with respect to the fairness to the stockholders of ViewTech, Inc. ("VTI") from a financial point of view of the terms of the Agreement and plan of merger, dated as of December 27, 1999 (the "Merger Agreement"), between All Communications Corporation ( "ACC") and VTI, which is attached as Appendix A to the Joint Proxy Statement/Prospectus contained in the registration statement on Form S-4 filed by VTI with respect to the Merger (as defined) (the "Joint Proxy Statement/Prospectus"). The Merger Agreement provides for the merger (the "Merger") of ACC with and into VTI. In the Merger, VTI will issue 3.3 shares of its common stock for each share of ACC Common Stock and the resulting company will be renamed Wire One Technologies, Inc.

In arriving at our opinion, we have reviewed certain publicly available business and financial information relating to VTI and ACC, including the Joint Proxy Statement/Prospectus and the Merger Agreement. We have also reviewed certain other information, including financial forecasts, provided to us by VTI and ACC, and have met with VTI's and ACC's management to discuss the business and prospects of VTI and ACC.

We have also considered certain financial and stock market data of VTI and ACC, and we have compared that data with similar data for other publicly held companies in businesses similar to those of VTI and ACC and we have considered the financial terms of certain other business combinations and other transactions which have recently been effected. We also considered such other information, financial studies, analyses and investigations and financial, economic and market criteria which we deemed relevant.

In connection with our review, we have not assumed any responsibility for independent verification of any of the foregoing information (including the information contained in the Joint Proxy Statement/Prospectus) and have relied on its being complete and accurate in all material respects. With respect to the financial forecasts, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of VTI's and ACC's management as to the future financial performance of VTI and ACC. In addition, we have not made an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of VTI or ACC, nor have we been furnished with any such evaluations or appraisals. Our opinion is necessarily based upon financial, economic, market and other conditions as they exist and can be evaluated on the date hereof. We are not expressing any opinion as to what the value of VTI's Common Stock actually will be when issued to ACC's stockholders pursuant to the Merger or the prices at which such VTI Common Stock will trade subsequent to Merger. In connection with our engagement, we approached third parties to solicit indications of interest in a possible acquisition of VTI and held preliminary discussions with certain of these parties prior to the date hereof. We have not been requested to opine as to, and our opinion does not in any manner address, VTI's underlying business decision to effect the Merger.

It should be noted that this opinion is based on interest rates, dividend rates and market conditions prevailing, and other circumstances and conditions existing, on January 12, 2000 and this opinion does not represent our opinion as to what the value of the VTI Common Stock actually will be upon consummation of the Merger. Such actual value of the VTI Common Stock could be higher or lower depending upon changes in such interest rates, dividend rates, market conditions, general economic conditions and other factors which generally

influence the price of securities. Furthermore, any valuation of securities is only an approximation, subject to uncertainties and contingencies all of which are difficult to predict and beyond the control of the firm preparing such valuation.

We have acted as financial advisor to VTI in connection with the Merger and will receive a fee for our services, a significant portion of which is contingent upon the consummation of the Merger.

In the ordinary course of our business, H.C. Wainwright and its affiliates may actively trade the debt and equity securities of both VTI and ACC for their own account and for the accounts of customers and, accordingly, may at any time hold a long or short position in such securities.

It is understood that this letter is for the information of The Board of Directors only in connection with its consideration of the Merger, does not constitute a recommendation to any stockholder as to how such stockholder should vote on the proposed Merger and is not to be quoted or referred to, in whole or in part, in any registration statement, prospectus or proxy statement, or in any other document used in connection with the offering or sale of securities, nor shall this letter be used for any other purposes, without H.C. Wainwright's prior written consent.

Based upon and subject to the foregoing, it is our opinion that, as of the date hereof, the consideration to be received by the stockholders of VTI in the Merger is fair to such stockholders from a financial point of view.

Very truly yours,

/s/ H.C. WAINWRIGHT & CO., INC.

H.C. WAINWRIGHT & CO., INC.

APPENDIX C

January 19, 2000

Board of Directors
All Communications Corporation
225 Long Avenue
Hillside, NJ 07205

Gentlemen:

You have requested our opinion from a financial point of view as to the fairness to the holders (the "Holders") of the outstanding shares of common stock, par value $.01 per share (the "ALL Shares") of All Communications Corporation (the "Company") of the exchange ratio (the "Exchange Ratio") of 3.3 shares of View Tech, Inc. ("Buyer") common stock, par value $.0001 per share, to be received by each Holder for each ALL Share pursuant to the Agreement and Plan of Merger, dated as of December 27, 1999, between Buyer and the Company (the "Agreement").

Alterity Partners, LLC, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, competitive biddings, private placements and valuations for corporate and other purposes.

In connection with this opinion, we have reviewed, among other things, the Agreement, the Registration Statement on Form S-4, including the Joint Proxy Statement-Prospectus relating to the Special Meetings of Stockholders of the Company and the Buyer to be held in connection with the Agreement; Annual Reports to Stockholders and Annual Reports on Form 10-K of the Company and the Buyer for the three fiscal years ended December 31, 1998; certain interim reports to stockholders and Quarterly Reports on Form 10-Q of the Company and the Buyer; certain other communications from the Company and the Buyer to their respective stockholders; and certain internal financial analyses and forecasts for the Company prepared by its management. We also have held discussions with members of the senior management of the Company regarding the strategic rationale for, and the potential benefits of, the transaction contemplated by the Agreement and its past and current business operations and financial condition and future prospects. In addition, we have reviewed the reported price and trading activity for the Shares and the Buyer's common stock, compared certain financial and stock market information for the Company and the Buyer with similar information for certain other companies the securities of which are publicly traded, reviewed the financial terms of certain recent business combinations and performed such other studies and analyses as we considered appropriate.

All Communicatons Corporation
January 19, 2000
Page Two

We have relied upon the accuracy and completeness of all financial and other information reviewed by us and have assumed such accuracy and completeness for purposes of rendering this opinion. In addition, we have not made an independent evaluation or appraisal of the assets and liabilities of the Company or Buyer or any of their subsidiaries and we have not been furnished with any such evaluation or appraisal. Our advisory services and the opinion expressed herein are provided for the information and assistance of the Board of Directors of the Company in connection with its consideration of the transaction contemplated by the Agreement and such opinion does not constitute a recommendation as to how any Holder of ALL Shares should vote with respect to such transaction.

Based upon and subject to the foregoing and based upon such other matters as we consider relevant, it is our opinion that as of the date hereof the Exchange Ratio to be received by the Holders pursuant to the Agreement is fair from a financial point of view to such Holders.

Very truly yours,

/s/ Alterity Partners, LLC

ALTERITY PARTNERS, LLC

APPENDIX D

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
VIEW TECH, INC.

VIEW TECH, INC., a corporation organized and existing under the laws of the State of Delaware hereby certifies as follows:

1. The name of the corporation is View Tech, Inc. The date of filing of its original Certificate of Incorporation with the Secretary of State was November 4, 1996.

2. This Amended and Restated Certificate of Incorporation amends and restates the provisions of the Certificate of Incorporation of this corporation in its entirety.

3. The text of the Certificate of Incorporation is hereby amended and restated to read as herein set forth in full:

FIRST: The name of the Corporation is View Tech, Inc.

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are as follows: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law (the "GCL") of the State of Delaware.

FOURTH: The total number of shares of all classes of stock that the Corporation is authorized to issue is one hundred five million (105,000,000) shares, consisting of one hundred million (100,000,000) shares of common Stock with a par value of $.0001 per share and five million (5,000,000) shares of Preferred Stock with a par value of $.0001 per share.

Any of the shares of Preferred Stock may be issued from time to time in one or more series. Subject to the limitations and restrictions set forth in this Article Fourth, the Board of Directors or a Committee of the Board of Directors, to the extent permitted by law and the By-Laws of the Corporation or a resolution of the Board of Directors, by resolution or resolutions, is authorized to create or provide for any such series, and to fix the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption (including sinking and purchase fund provisions), the redemption price or prices, the dissolution preferences and the rights in respect to any distribution of assets of any wholly unissued series of Preferred Stock and the number of shares constituting any such series, and the designation thereof, or any of them and to increase or decrease the number of shares of any series so created, subsequent to the issue of that series but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as hereinafter otherwise expressly provided in this paragraph Fourth, vary in any and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by Committee of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one series of Preferred Stock shall have the same designation, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions.

Except as otherwise required by law, or as otherwise fixed by resolution or resolutions of the Board of Directors with respect to one or more series of Preferred Stock, the entire voting power and all voting rights shall be vested exclusively in the Common Stock, and each stockholder of the Corporation who at the time possesses

voting power for any purpose shall be entitled to one vote for each share of such stock standing in his name on the books of the Corporation.

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(b) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(c) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(d) No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal or modification of this Article Seventh by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

(e) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as my be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not be adopted.

SIXTH: Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation my be kept (subject to any provision contained in the GCL) outside the State of Delaware at such place or places as my be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

SEVENTH: The directors shall be divided, with respect to the terms for which they severally hold office, into three classes, as nearly equal in number of directors as possible, as determined by the Board of Directors, with the term of office of the first class to expire at the first Annual Meeting of Stockholders to be held after the effectiveness of the Corporation's registration statement on Form S-4 relating to its merger with All Communications Corporation, the term of office of the second class to expire at the second Annual Meeting of Stockholders to be held after the effectiveness of such registration statement, and the term of office of the third class to expire at the third Annual Meeting of Stockholders to be held after the effectiveness of such registration statement with each class of directors to hold office until their successors are duly elected and have qualified. At each Annual Meeting of Stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire at such annual meeting, other than those directors elected under particular circumstances by a separate class vote of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation of the Corporation, shall be elected to hold office for a term expiring at the Annual Meeting of Stockholders in the third year following the year of their election and until their successors are duly elected and have qualified. When the number of directors is changed, any newly created directorships or any decrease in directorships shall be so apportioned among the classes as to make all classes as nearly equal in number of directors as possible, as determined by the Board of Directors. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

To the extent that any holders of any class or series of stock other than Common Stock issued by the Corporation shall have the separate right, voting as a class or series, to elect directors, the directors elected by such class or series shall be deemed to constitute an additional class of directors and shall have a term of office for one year or such other period as may be designated by the provisions of such class or series providing such

separate voting right to the holders of such class or series of stock, and any such class of directors shall be in addition to the classes designated above.

EIGHTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

4. [In lieu of a meeting and vote of stockholders], a majority of stockholders of the corporation entitled to vote thereon have given their written consent to this Amended and Restated Certificate in accordance with
Section 228 of the General Corporation Law of the State of Delaware.

5. This Amended and Restated Certificate of Incorporation was duly adopted by Board of Directors in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said VIEW TECH, INC. has caused this Amended and Restated Certificate of Incorporation to be signed by , its , this th day of , 2000.

                                                 APPENDIX E

         AMENDED AND RESTATED
               BY-LAWS
                  OF
           VIEW TECH, INC.
(HEREINAFTER CALLED THE "CORPORATION")

ARTICLE I.

OFFICES

Section 1.1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 1.2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine.

ARTICLE II.

MEETINGS OF STOCKHOLDERS

Section 2.1. Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware as shall be designated from time to time by the Board of Directors.

Section 2.2. Annual Meetings. The Annual Meetings of Stockholders for the election of directors shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. Any other proper business may be transacted at the Annual Meeting of Stockholders.

Section 2.3. Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation, as amended and restated from time to time (the "Certificate of Incorporation"), Special Meetings of Stockholders, for any purpose or purposes, may be called by either (i) the Chairman of the Board or (ii) a majority of the Board of Directors.

Section 2.4. Nature of Business at Meetings of Stockholders. No business may be transacted at an annual meeting of stockholders, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (b) otherwise properly brought before the annual meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (c) otherwise properly brought before the annual meeting by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 5 and on the record date for the determination of stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section 2.4.

In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company.

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be

brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of such stockholder,
(iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.

No business shall be conducted at the annual meeting of stockholders except business brought before the annual meeting in accordance with the procedures set forth in this Section 2.4; provided, however, that, once business has been properly brought before the annual meeting in accordance with such procedures, nothing in this Section 2.4 shall be deemed to preclude discussion by any stockholder of any such business. If the Chairman of an annual meeting determines that business was not properly brought before the annual meeting in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be transacted.

Section 2.5. Nomination of Directors. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of preferred stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors, (a) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (b) by any stockholder of the Company (i) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.5 and on the record date for the determination of stockholders entitled to vote at such meeting and (ii) who complies with the notice procedures set forth in this
Section 2.5.

In addition to any other requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Company.

To be timely, a stockholder's notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Company (a) in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever first occurs; and (b) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.

To be in proper written form, a stockholder's notice to the Secretary must set forth (a) as to each person whom the stockholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person,
(iii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and (iv) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder; and (b) as to the stockholder giving the notice (i) the name and record address of such stockholder, (ii) the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by such stockholder, (iii) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (iv) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice and (v) any other information relating to such stockholder that would be required to be disclosed in a proxy

statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

No person shall be eligible for election as a director of the Company unless nominated in accordance with the procedures set forth in this Section
2.5. If the Chairman of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chairman shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 2.6. Adjournments. Any meeting of the stockholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 2.7. Quorum. Unless otherwise required by law or the Certificate of Incorporation, the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 2.5, until a quorum shall be present or represented.

Section 2.8. Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders, other than the election of directors, shall be decided by the vote of the holders of a majority of the total number of votes of the capital stock represented and entitled to vote thereat, voting as a single class. Unless otherwise provided in the Certificate of Incorporation, each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer's discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.9. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 2.10. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.9 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.11. Conduct of Meetings. The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or

order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting;
(iii) rules and procedures for maintaining order at the meeting and the safety of those present; (iv) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants.

ARTICLE III.

DIRECTORS

Section 3.1. Number and Election of Directors. The Board of Directors shall consist of not less than one nor more than fifteen members, the exact number of which shall be fixed from time to time by the Board of Directors. Except as provided in Section 3.2 of this Article III, directors shall be elected by a plurality of the votes cast at the Annual Meetings of Stockholders and each director so elected shall hold office until the next Annual Meeting of Stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation or removal. Any director or the entire Board of Directors may be removed from office at any time, [but only for cause], and only by the affirmative vote of the holders of majority of the voting power of the issued and outstanding capital stock of the Corporation entitled to vote in the election of directors. Any director may resign at any time upon written notice to the Corporation. Directors need not be stockholders.

Section 3.2. Vacancies. Unless otherwise required by law or the Certificate of Incorporation, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

Section 3.3. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

Section 3.4. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone or telegram on twenty-four (24) hours' notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 3.5. Quorum. Except as otherwise required by law or the Certificate of Incorporation, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 3.6. Actions by Written Consent. Unless otherwise provided in the Certificate of Incorporation, or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.7. Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation, members of the Board of Directors of the Corporation, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar

communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.7 shall constitute presence in person at such meeting.

Section 3.8. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.9. Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV.

OFFICERS

Section 4.1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, also may choose a Chairman of the Board of Directors (who must be a director) and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any number of offices may be held by the same person, unless otherwise prohibited by law or the Certificate of Incorporation. The officers of the Corporation need not be stockholders of the Corporation nor, except in the case of the Chairman of the Board of Directors, need such officers be directors of the Corporation.

Section 4.2. Election. The Board of Directors, at its first meeting held after each Annual Meeting of Stockholders (or action by written consent of stockholders in lieu of the Annual Meeting of Stockholders), shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier death, resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the President or any Vice President or any other officer authorized to do so by the Board of Directors and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.4. Chairman of the Board of Directors. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation, unless the Board of Directors designates the President as the Chief Executive Officer, and, except where by law the signature of the President is required, the

Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board of Directors shall exercise all the powers and discharge all the duties of the President. The Chairman of the Board of Directors shall also perform such other duties and may exercise such other powers as may from time to time be assigned by these By-Laws or by the Board of Directors.

Section 4.5. President. The President shall, subject to the control of the Board of Directors and, if there be one, the Chairman of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these By-Laws, the Board of Directors or the President. In the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and the Board of Directors. If there be no Chairman of the Board of Directors, or if the Board of Directors shall otherwise designate, the President shall be the Chief Executive Officer of the Corporation. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these By-Laws or by the Board of Directors.

Section 4.6. Vice Presidents. At the request of the President or in the President's absence or in the event of the President's inability or refusal to act (and if there be no Chairman of the Board of Directors), the Vice President, or the Vice Presidents if there is more than one (in the order designated by the Board of Directors), shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Chairman of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

Section 4.7. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board of Directors or the President, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there be no Assistant Secretary, then either the Board of Directors or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest to the affixing by such officer's signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of

the Treasurer and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Treasurer's possession or under the Treasurer's control belonging to the Corporation.

Section 4.9. Assistant Secretaries. Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of the Secretary's disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

Section 4.10. Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the President, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer's disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the Assistant Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the Assistant Treasurer's possession or under the Assistant Treasurer's control belonging to the Corporation.

Section 4.11. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V.

STOCK

Section 5.1. Form of Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chairman of the Board of Directors, the President or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by such stockholder in the Corporation.