Schedule A
         1.
    
    Forbearance of Offset Rights.During the balance of March 2008,
DIRECTV hereby agrees to forbear the exercise of its Offset Right with respect to
the Purchase Orders set forth on Schedule B hereto; provided;
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however, that if any of such Purchase Orders are paid prior to March 31, 2008, the next
oldest outstanding Purchase Order shall be deemed to have been forbeared upon, so that the
aggregate dollar value of Purchase Orders forbeared upon during the balance of March 2008
shall equal approximately but no more than $3 million. DIRECTV shall reasonably consider
further adjustments to the aggregate forbearance amount on a monthly basis during the term
of this Letter Agreement, commencing on April 1, 2008 but in no event shall the forbearance
amount ever exceed $10 million in the aggregate.2.
    
    Representations and Warranties.Each of the Companies hereby represents and warrants
to DIRECTV that:
 a.
    
    it is a duly organized and validly existing corporation in good standing
under the laws of the jurisdiction of its organization and has the power and authority
to own and operate its properties, to transact the business in which it is now engaged
and to execute and deliver this Letter Agreement;b.
    
    this Letter Agreement constitutes the duly authorized, legally valid and
binding obligation of each Company, enforceable against such Company in accordance
with its terms;c.
    
    all consents and grants of approval required to have been granted by any
Person in connection with the execution, delivery and performance of this Letter
Agreement have been granted;d.
    
    the execution, delivery and performance by each Company of this Letter
Agreement do not and will not (i) violate any law, governmental rule or regulation,
court order or agreement to which it is subject or by which its properties are bound
or the charter documents or bylaws of each Company, (ii) result in the creation of any
lien or other encumbrance with respect to the property of any Company, or (iii)
conflict with or result in a breach of the terms, conditions or provisions of or
constitute a default under any agreement, instrument or contract to which any of the
Companies is a party or to which they or their assets are subject, including without
limitation that certain Security and Purchase Agreement dated as of July 31, 2006, as
amended, modified or otherwise supplemented (the Purchase Agreement), among the
Companies and Laurus Master Fund, Ltd.;e.
    
    there is no action, suit, proceeding or governmental investigation pending
or, to the knowledge of any Company, threatened against a Company or any of its
subsidiaries or any of their respective assets which, if adversely determined, would
have a material adverse effect on the business, operations, properties, assets,
condition (financial or otherwise) or prospects of the Companies and their
subsidiaries, taken as a whole, or the ability of the Companies to comply with its
obligations hereunder;
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f.
    
    the Companies request that DIRECTV forbear its Offset Right is made solely in
order to enable the Companies to address cash liquidity shortfalls which may arise in
the ordinary course of business; andg.
    
    No Default or Event of Default has occurred.
 3.
    
    Covenants. Each of the Companies covenants and agrees that it will:
 a.
    
    do or cause to be done all things necessary to preserve, renew and keep in
full force and effect its legal existence;b.
    
    promptly provide to DIRECTV all financial and operational information with
respect to the Companies as DIRECTV may reasonably request, including daily financial
information;c.
    
    promptly notify DIRECTV after the occurrence of an Event of Default
hereunder or an event of default under the Purchase Agreement or any other
material agreement or contract to which any Company is a party;d.
    
    not make any acquisitions or investments outside the ordinary course of
business; ande.
    
    not declare or pay any dividend or other distribution, direct or indirect, on
account of any capital stock or equity interests of any Company or any of its
subsidiaries, now or hereafter outstanding, (ii) make any repurchase, redemption,
retirement, defeasance, sinking fund or similar payment, purchase or other acquisition
for value, direct or indirect, of any capital stock or equity interests of any Company
or and of its subsidiaries or any direct or indirect parent of any Company, now or
hereafter outstanding, (iii) make any payment to retire, or to obtain the surrender
of, any outstanding warrants, options or other rights for the purchase or acquisition
of shares of any class of capital stock or equity interests of any Company or any of
its subsidiaries, now or hereafter outstanding.
 4.
    
    Events of Default.The occurrence of any of the following events shall constitute an
Event of Default:
 a.
    
    failure of any Company to pay, on a Payment Due Date, any amounts then due to
be paid or any other amount due under any HSP Agreement or any other agreement between
any Company and DIRECTV or any of its Subsidiaries (unless otherwise expressly agreed
in writing by DIRECTV); orb.
    
    failure of any Company to pay, or the default in the payment of, any amount
due under or in respect of any promissory note, indenture or other agreement or
instrument relating to any indebtedness owing by any Company, to which any Company is
a party or by which any Company or any of its property is bound beyond any grace
period provided; or the
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occurrence of any other event or circumstance that, with notice or lapse of time or both,
would permit acceleration of such indebtedness; orc.
    
    the occurrence of any default, event of default or similar event under the Purchase
Agreement; ord.
    
    failure of any Company to perform or observe any other term, covenant or agreement to be
performed or observed by it pursuant to this Letter Agreement or any HSP Agreement; ore.
    
    any representation or warranty made by any Company to DIRECTV in connection with this Letter
Agreement shall prove to have been false when made; orf.
    
    any provision of this Letter Agreement or any provision hereof or thereof shall cease to be
in full force or effect or shall be declared to be null or void or otherwise unenforceable in
whole or in part; org.
    
    any order, judgment or decree shall be entered against any Company decreeing the
dissolution or split-up of any Company; orh.
    
    suspension of the usual business activities of any Company or the complete or
partial liquidation of any Companys business; ori.
    
    (i) a court having jurisdiction in the premises shall enter a decree or order for relief
in respect of any Company or any Companys subsidiaries in an involuntary case under Title 11
of the United States Code entitled Bankruptcy (as now and hereinafter in effect, or any
successor thereto, the Bankruptcy Code) or any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, which decree or order is not stayed; or any other
similar relief shall be granted under any applicable federal or state law; or (ii) an
involuntary case shall be commenced against any Company or any Companys subsidiaries under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or a
decree or order of a court having jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers
over any Company or any Companys subsidiaries or over all or a substantial part of its
property shall have been entered; or the involuntary appointment of an interim receiver,
trustee or other custodian of any Company or any Companys subsidiaries for all or a
substantial part of its property shall have occurred; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the property of any
Company or any Companys subsidiaries; orj.
    
    an order for relief shall be entered with respect to any Company or any Companys
subsidiaries or any Company or any Companys subsidiaries shall commence a voluntary case
under the Bankruptcy Code or any
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applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case, or to the
conversion of an involuntary case to a voluntary case, under any such law, or shall
consent to the appointment of or taking possession by a receiver, trustee or other
custodian for all or a substantial part of its property; or any Company or any
Companys subsidiaries shall make an assignment for the benefit of creditors; or any
Company or any Companys subsidiaries shall be unable or fail, or shall admit in
writing its inability, to pay its debts as such debts become due; or the board of
directors of any Company or any Companys subsidiaries (or any committee thereof)
shall adopt any resolution or otherwise authorize action to approve any of the
foregoing.
 5.
    
    Remedies.Upon the occurrence of any Event of Default, DIRECTVs agreement to forbear its
Offset Right with respect to any existing or hereafter arising Purchase Orders shall
terminate.6.
    
    Termination.This Letter Agreement shall terminate and be of no further force and effect on
the earliest of (i) December 31, 2008, (ii) the occurrence of an Event of Default hereunder,
(iii) 90 days after the termination of that certain proposal letter dated March 3, 2008 (the
Proposal Letter) between 180 Connect and The DIRECTV Group, Inc., and (iv) the consummation
of the transactions contemplated by the Proposal Letter as set forth in Section 1 thereof.7.
    
    Miscellaneous.
 a.
    
    All notices and other communications provided for hereunder shall be in
writing (including telefacsimile communication) and mailed, telecopied, or delivered
as follows: if to any Company, c/o 180 Connect, Inc., 6501 East Belleview Avenue,
Englewood, CO 80111, Attention: Steven Westberg, CFO; and if to DIRECTV, 1211 Avenue
of the Americas, New York, New York 10036, Attention: J. William Little, Senior Vice
President and Treasurer; or in each case at such other address as shall be designated
by any Company or DIRECTV. All such notices and communications shall, when mailed,
telecopied or sent by overnight courier, be effective when deposited in the mails,
delivered to the overnight courier, as the case may be, or sent by telecopier.
Electronic mail may be used to distribute routine communications; provided that no
signature with respect to any notice, request, agreement, waiver, amendment, or other
documents may be sent by electronic mail.b.
    
    The Companies agree to indemnify DIRECTV against any losses, claims, damages
and liabilities and related expenses, including counsel fees and expenses, incurred by
DIRECTV arising out of or in connection with or as a result of the transactions
contemplated by this Letter Agreement. In particular, the Companies promise to pay all
costs and expenses, including
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reasonable attorneys fees, incurred in connection with the collection and enforcement
of this Letter Agreement.c.
    
    No failure or delay on the part of DIRECTV to exercise any right, power or
privilege under this Letter Agreement and no course of dealing between the Companies
and DIRECTV shall impair such right, power or privilege or operate as a waiver of any
default or an acquiescence therein, nor shall any single or partial exercise of any
such right, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies expressly
provided in this Letter Agreement are cumulative to, and not exclusive of, any rights
or remedies that DIRECTV would otherwise have. No notice to or demand on the Companies
in any case shall entitle the Companies to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the right of DIRECTV to any
other or further action in any circumstances without notice or demand.d.
    
    This Letter Agreement may be executed in any number of counterparts and by
either party hereto on separate counterparts, each of which, when so executed and
delivered, shall be an original, but all such counterparts shall together constitute
one and the same instrument. Any such counterpart may be delivered by facsimile, email
or similar electronic transmission and shall be deemed the equivalent of an originally
signed counterpart and shall be fully admissible in any enforcement proceedings
regarding this Letter Agreement.
 8.
    
    Governing Law; Amendments - This Letter Agreement (a) shall be
governed by the laws of the State of New York, without regard to principles of conflicts of
laws, (b) may only be amended in a writing executed by each of the parties hereto and (c)
constitutes the entire agreement of the parties hereto in respect of the subject matter
hereof, other than the HSP Agreements, the provisions of which remain in full force and
effect.
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Very truly yours,
DIRECTV, Inc.By:
    /s/ J. WILLIAM LITTLEName:
    J. WILLIAM LITTLETitle:
    SVP S-1




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180 Connect, Inc.By:
    /s/ Steven WestbergName:
    Steven WestbergTitle:
    Chief Financial Officer Mountain Center, Inc.By:
    /s/ Steven WestbergName:
    Steven WestbergTitle:
    Chief Financial Officer Ironwood Communications Inc.By:

    /s/ Steven WestbergName:
    Steven WestbergTitle:
    Chief Financial Officer S-2




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Schedule A
 
 Schedule A-1




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##### 



Schedule B
   CumulativeOrder Date
    
    Bill Doc
    
    $ Amount
    
    $ Amount12/30/2007
    
    
    
    90199209
    
    
    
    75,200
    
    
    
    75,20012/30/2007
    
    
    
    90199211
    
    
    
    174,568
    
    
    
    249,76812/31/2007
    
    
    
    90199232
    
    
    
    50,160
    
    
    
    299,92812/31/2007
    
    
    
    90199234
    
    
    
    212,226
    
    
    
    512,15412/31/2007
    
    
    
    90199264
    
    
    
    102,576
    
    
    
    614,73012/31/2007
    
    
    
    90199266
    
    
    
    103,760
    
    
    
    718,49012/31/2007
    
    
    
    90199268
    
    
    
    201,832
    
    
    
    920,32212/31/2007
    
    
    
    90199270
    
    
    
    72,384
    
    
    
    992,70612/31/2007
    
    
    
    90199272
    
    
    
    424,720
    
    
    
    1,417,42612/31/2007
    
    
    
    90199274
    
    
    
    164,424
    
    
    
    1,581,85012/31/2007
    
    
    
    90199276
    
    
    
    61,568
    
    
    
    1,643,41812/31/2007
    
    
    
    90199278
    
    
    
    79,592
    
    
    
    1,723,01012/31/2007
    
    
    
    90199280
    
    
    
    25,912
    
    
    
    1,748,92212/31/2007
    
    
    
    90199282
    
    
    
    279,312
    
    
    
    2,028,23412/31/2007
    
    
    
    90199284
    
    
    
    3,408
    
    
    
    2,031,64212/31/2007
    
    
    
    90199285
    
    
    
    132,456
    
    
    
    2,164,0981/1/2008
    
    
    
    90199440
    
    
    
    38,192
    
    
    
    2,202,2901/2/2008
    
    
    
    90199373
    
    
    
    20,448
    
    
    
    2,222,7381/2/2008
    
    
    
    90199375
    
    
    
    24,840
    
    
    
    2,247,5781/2/2008
    
    
    
    90199377
    
    
    
    186,300
    
    
    
    2,433,8781/2/2008
    
    
    
    90199381
    
    
    
    33,120
    
    
    
    2,466,9981/2/2008
    
    
    
    90199383
    
    
    
    50,160
    
    
    
    2,517,1581/2/2008
    
    
    
    90199385
    
    
    
    47,232
    
    
    
    2,564,3901/2/2008
    
    
    
    90199387
    
    
    
    10,224
    
    
    
    2,574,6141/2/2008
    
    
    
    90199390
    
    
    
    21,912
    
    
    
    2,596,5261/2/2008
    
    
    
    90199393
    
    
    
    21,632
    
    
    
    2,618,1581/2/2008
    
    
    
    90199448
    
    
    
    10,816
    
    
    
    2,628,9741/2/2008
    
    
    
    90199450
    
    
    
    40,728
    
    
    
    2,669,7021/2/2008
    
    
    
    90199452
    
    
    
    11,688
    
    
    
    2,681,3901/2/2008
    
    
    
    90199453
    
    
    
    6,816
    
    
    
    2,688,2061/2/2008
    
    
    
    90199455
    
    
    
    163,752
    
    
    
    2,851,9581/2/2008
    
    
    
    90199457
    
    
    
    99,420
    
    
    
    2,951,3781/2/2008
    
    
    
    90199459
    
    
    
    10,224
    
    
    
    2,961,602