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Brookside Technology Enters Into a Material Definitive Agreement to Acquire Standard Tel Networks, LLC

2008-07-24 06:30:00

Brookside Technology Enters Into a Material Definitive Agreement to Acquire Standard Tel Networks, LLC

Acquisition advances strategy to build leading nationwide provider of

converged VOIP, data, video and wireless business solutions

TAMPA, Fla.–(EMWNews)–Brookside Technology Holdings Corp. (OTCBB: BKSD), a provider of

converged VoIP, data, video and wireless business communications

systems, today announced that it has entered into a Stock and Membership

Interest Purchase Agreement (the Purchase

Agreement) to acquire Standard Tel Networks,

LLC (STN).

STN generated approximately $11.0 million in revenue for the trailing

twelve months ending May, 31, 2008. The purchase price for STN will be

financed primarily through a combination of mostly debt and some equity.

The parties have agreed to use their best efforts to close the

Acquisition as soon as possible but in any event prior to August 31,

2008. Final terms and conditions will be forthcoming upon the closing of

the acquisition

With California offices in San Francisco, Sacramento, San Diego and

headquarters in Los Angeles, STN, a MITEL Platinum Service Provider, is

one of the largest independent business communications providers in the

United States. Since its founding in 1979, STN has grown from a

traditional voice and data communications integrations company to a

premier provider of IP telephony solutions. STN provides best-in-class

network solutions and is a single source for the most advanced voice,

data and video convergence solutions.

Michael Nole, Chairman and CEO, stated, Thanks

to our recent recapitalization, we are now better positioned to resume

the acquisition component of our business planspecifically,

acquiring complementary, accretive and profitable businesses at

favorable valuations. We are excited about this acquisition as it meets

our strict criteria and offers numerous benefits that include: greater

geographic penetration; the ability to market a broader suite of voice

and data services to our respective customers; and high recurring

revenue and cash flow. STN is a perfect addition to our existing

business and will help to accelerate our growth plans.

Mr. Nole continued, We are pleased to

welcome Mike Promotico, STNs CEO, as a

valued member of our senior management team. Under Mikes

leadership, STN grew from a local service company to a premier provider

of IP telephony solutions with over 8,000 customers across the U.S. We

appreciate his strong support for this transaction and look forward to

his ongoing contributions.

Michael Promotico, STNs CEO and President,

commented, We are extremely excited to be

joining the Brookside family. Collectively, we share the same business

philosophies, products and services and feel together we will make a

significant impact and look forward to contributing and participating in

the future growth of the combined companies.

The closing of the Acquisition is subject to various closing conditions

set forth in the Purchase Agreement and described in greater detail in

the Companys Form 8-K filed with the

Securities & Exchange Commission on July 23, 2008. There can be no

assurances that these closing conditions will be satisfied or that the

Company will be able to consummate the Acquisition.

About Standard Tel Networks, LLC

Standard Tel Networks, LLC is in the business of selling, designing,

analyzing and implementing converged Voice over IP (VoIP), data and

wireless business communications systems and solutions for commercial

organizations of all types and sizes in the United States. Through a

broad portfolio of solutions STN provides advanced voice, data and video

communications platforms, desktop phones and Internet appliances,

intuitive applications for customer relationship management and

mobility, messaging and multimedia collaboration. Additional information

on the company can be found at www.standardtelnetworks.com.

About Brookside Technology Holdings Corp

Brookside Technology Holdings Corp., through its subsidiary companies,

is a leading provider and global managed services company specializing

in analyzing, designing, selling, and implementing converged Voice over

IP (VoIP), data, video, and wireless (Wi-Fi) business communications

systems. Brookside offers a unique portfolio of products and services

that solve todays telecommunications

challenges by combining technology, business, and financial solutions.

Brookside’s customers include both commercial and state/government

organizations of all types and sizes throughout the United States. The

Company seeks to grow organically and through the acquisition of

complementary businesses looking to capitalize on the highly specialized

growth market of providing turnkey converged voice and data solutions.

With a proven track record of acquiring profitable businesses at

attractive valuations, Brookside plans to leverage its expanding

capabilities and combined customer bases of its portfolio companies.

Additional information on the company can be found at www.brooksideus.com.

Forward-Looking Statement: Except for factual statements made herein,

the information contained in this press release consists of

forward-looking statements that involve risks and uncertainties,

including the Companys ability to satisfy

all of the closing conditions of the Standard-Tel acquisition, to

availability of financing for the acquisition, the effect of changing

economic conditions, customer acceptance of products and other risks and

uncertainties. As previously disclosed in its SEC filings, such

forward-looking statements are not guarantees of performance, and the

Company’s results could differ materially from those contained in such

statements. These forward-looking statements speak only as of the date

of this release, and the Company undertakes no obligation to publicly

update any forward-looking statements to reflect new information, events

or circumstances after the date of this release.

For Brookside:
Crescendo Communications, LLC
David K.

Waldman or Klea K. Theoharis, 212-671-1020

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