4
Exhibit  10.1

                            ASSET PURCHASE AGREEMENT

                                 BY AND BETWEEN

                         EAGLE WEST COMMUNICATIONS, INC.

                                       AND

                        TELECOMMUNICATIONS PRODUCTS INC.

                                   DATED AS OF

                                  April 3, 2004
















<PAGE>
                            Asset Purchase Agreement

This  Asset  Purchase  Agreement  ("Agreement") is made as of April 3, 2004 (the
"Effective  Date"),  by  and  between  Eagle West Communications, Inc., a Nevada
corporation ("Seller") and Telecommunications Products Inc. ("Buyer") with Eagle
West,  LLC,  a  Kansas  limited  liability  company  ("Operator").

                                    Recitals

A.     Operator  owns  and  operates  certain  cable  television systems serving
communities in Arizona, Nevada and New Mexico.  Seller has entered into an asset
purchase  agreement  to  buy said assets from Operator. This Agreement will then
offer  those  assets  to  the  Buyer.
B.     On  February  18,  2003,  Operator  filed a voluntary petition for relief
under  Chapter 11 of the United States Bankruptcy Code, 11 U.S.C.    101 et seq.
("Bankruptcy  Code")  in  the United States Bankruptcy Court for the District of
Arizona  ("Bankruptcy  Court")  commencing  Case  No.  03-02530-RJH ("Bankruptcy
Case").
C.     On  March  5, 2003, the Bankruptcy Court entered its order appointing and
designating  Thomas  M.  Duddy  ("Duddy")  as  representative  of  the
debtor-in-possession  with respect to the Operator and the Operator's Chapter 11
bankruptcy  estate.
D.     Operator  has  agreed  to sell certain assets to Seller used primarily in
connection  with  the  operation  of  its  cable  television  systems located in
Arizona,  Nevada and New Mexico as more particularly described herein, and Buyer
desires  to  purchase  such  assets  from  Seller  as  set  forth  herein.
E.     The  parties  acknowledge  and  agree  that  this Agreement is subject to
approval  by  the  Bankruptcy  Court  in  the  Bankruptcy  Case.

                                   Agreements
In  consideration of the above recitals and the mutual agreements stated in this
Agreement,  the  parties  agree  as  follows:

1.     Definitions
In  addition  to  terms  defined  elsewhere  in  this  Agreement,  the following
capitalized terms, when used in this Agreement, will have the meanings set forth
below:
     Adjustment  Time.  Means  11:59  p.m., Arizona time, on the last day of the
month  immediately  prior  to  the  Closing  Date.
Affiliate.  With  respect  to  any  Person,  means any other Person controlling,
controlled  by or under common control with such Person, with "control" for such
purpose  meaning  the possession, directly or indirectly, of the power to direct
or  cause  the  direction  of  the  management and policies of a Person, whether
through  the  ownership of voting securities or voting interests, by contract or
otherwise.

Assets.  As  more specifically set forth in the Schedules to this Agreement, all
properties,  privileges,  rights,  interests  and  claims,  real  and  personal,
tangible  and  intangible, of every type and description used or held for use in
connection  with the Business, now in existence or hereafter acquired before the
Closing  Date,  including  rights  under  Governmental  Permits  (to  the extent
assignable),  Intangibles,  rights  under  Contracts (to the extent assignable),
insurance  policies  (subject  to  the  provisions  of Sections 1.17(d) and 2.4,
Equipment,  Real  Property,  Included  Vehicles,  customer and subscriber lists,
engineering  records,  maps, databases, files and records, and deposits, prepaid
expenses  and  bonds  relating  solely  to  the  Business that are held by third
parties  for security for Seller's performance of its obligations, but excluding
any  Excluded Assets and any assets disposed of prior to the Closing Date in the
ordinary  course  of  business  and  not  in  violation  of  this  Agreement.

Bankruptcy  Case.  The  Bankruptcy  Case  as  identified  in  the  Recitals.

Bankruptcy  Code  or  Code.  The  Bankruptcy Code as identified in the Recitals.
B
ankruptcy  Court or Court.  The Bankruptcy Court as identified in the Recitals.

Business.  The  cable  television  business conducted by Seller on the Effective
Date  through  and  with  respect  to  the  Systems.

Business  Day.  Any  day  other  than Saturday, Sunday or a day on which banking
institutions  in  New  York,  New  York are required or authorized to be closed.

Cable Act.  The Cable Communications Policy Act of 1984, as amended, and the FCC
rules  and  regulations  promulgated  thereunder,  all as in effect from time to
time.

Closing.  The  consummation  of the transactions contemplated by this Agreement,
as  described  in  Section  9,  the date of which is referred to as the "Closing
Date."

Contracts.  All  agreements  (including any amendments or modifications thereto)
relating  to:  the  Franchises,  all  multiple  dwelling  unit  agreements, pole
attachment  and  conduit  agreements,  software  license  agreements, subscriber
agreements  and  other agreements, written or oral (including any amendments and
other  modifications  thereto),  except  Governmental  Permits, which affect the
Assets,  the  Business  or  the  operation  of the Systems, and (a) which are in
effect  on  the  Effective  Date  or (b) which are entered into by Seller in the
ordinary  course  of  business  and  as  permitted by this Agreement between the

Effective Date and the Closing Date and which by their terms are to be in effect
as  of  the  Closing  Date.

Duddy.  Thomas  M.  Duddy,  the  court-appointed  debtor-in-possession  in  the
Bankruptcy  Case.

Encumbrance.  Any  security  interest, interest retained by a transferor under a
conditional  sale  or  other  title retention agreement, mortgage, lien, pledge,
option,  encumbrance, adverse interest, exception to or defect in title or other
ownership  interest  (including  reservations, rights of entry, possibilities of
reverter, encroachments, easements, rights-of-way, restrictive covenants, leases
and  licenses)  of  any  kind, which constitutes an interest in or claim against
property,  whether  arising  pursuant  to  any  Legal  Requirement, Governmental
Permit,  Contract  or  otherwise.

Environmental  Law.  Shall  include  the  following:  (a)  the  Comprehensive

Environmental  Response,  Compensation  and  Liability Act, 42 U.S.C.    9601 et
seq.  ("CERCLA");  (b)  the Solid Waste Disposal Act, also known as the Resource
Conservation  and  Recovery  Act,  42  U.S.C.    6901  et seq. ("RCRA"); (c) the
Emergency  Planning and Community Right-to-Know Act, 42 U.S.C.   11001, et seq.;
(d)  the  Hazardous Materials Transportation Act, 49 U.S.C.    1801 et seq.; (e)
the  Clean  Air Act, 42 U.S.C.    7401 et seq. ("CAA"); (f) the Clean Water Act,
33 U.S.C.    1251 et seq.; (g) the Occupational Safety and Health Act, 29 U.S.C.
651  et  seq.;  (h) the Toxic Substances Control Act, 15 U.S.C.    2601 et seq.;
(i)  the  Rivers  and Harbors Act of 1899, 33 U.S.C.   401, et seq.; (j) the Oil
Pollution Act of 1990, 33 U.S.C.   2701, et seq.; each as amended; (k) any state
or  local  law  similar to the foregoing; (l) all regulations issued pursuant to
the  foregoing;  and  (m) any law or regulation relating to the use, generation,
transport,  treatment,  storage,  disposal,  removal  or  recovery  of Hazardous
Substances.

Equipment.  All  electronic  devices, trunk and distribution coaxial and optical
fiber  cable,  amplifiers, drops, power supplies, conduit, vaults and pedestals,
grounding and pole hardware, subscriber devices (including converters, encoders,
transformers  behind  television sets and fittings), headend hardware (including
origination,  earth  stations,  transmission  and  distribution  Systems),  test
equipment,  Included Vehicles, inventory (except the inventory used and operated
with respect to the Reserve Business), and other tangible personal property used
or  held for use primarily in connection with the Business.  Schedule 1.15 lists
all  material  items  of  Equipment,  including  headend  equipment.
[Intentionally  left  blank].

Excluded  Assets.  Any  of  the  following,  which  will  not be included in the
Assets:
     (a)     Any  and  all properties, privileges, rights, interests and claims,
real  and  personal, tangible and intangible, of every type and description used
or  held  for  use in connection with the Seller's cable television business and
operations  located  in  and  around Reserve, New Mexico, the tangible assets of
which  are  set  forth  in  Schedule  1.17(a)  (the  "Reserve Business"), now in
existence  or hereafter acquired by the Operator, including, with respect to the
Reserve  Business,  the  following:  rights  under  Governmental Permits (to the
extent  assignable),  Intangibles,  rights  under  Contracts  (to  the  extent
assignable),  Equipment,  Real  Property,  customer  and  subscriber  lists,
engineering  records,  maps, databases, files and records, and deposits relating
solely  to  the Reserve Business that are held by third parties for security for
Operator's  performance  of  its  obligations.
(b)     Any and all properties subject to pole access lease agreements for areas
that  are  not  actively  operating  the  Systems  that  are the subject of this
Agreement.
(c)     Programming  Contracts and cable guide Contracts, except those listed on
Schedule  5.5;
(d)     Any  and  all rights and claims under any insurance policies which exist
as  of  the  Closing  Date;
(e)     Bonds,  letters  of credit, surety instruments, and other similar items;
(f)     Cash,  cash  equivalents  and  short-term  investments;
(g)     All  claims,  rights  and  interests  in and to any refunds for Taxes or
fees,  including  franchising  and  copyright  fees,  for  periods  prior to the
Adjustment  Time;
(h)     Rights  under  any  Contract  for  subscriber  billing  services and any
subscriber billing equipment (leased or owned) relating to the Reserve Business;
(i)     Except  as  otherwise  provided  in Section 7.10, retransmission consent
agreements;
(j)     Operator's  corporate  minute  books  and  stock  records;
(k)     Any  employee  benefit  plans  covering  employees  of  Operator;
(l)     Any and all credit facilities and loan agreements to which Operator is a
party;
(m)     Any  Contract required to be described on Schedule 5.5 but not described
thereon  as  of  the  Effective  Date, and any Contract entered into by Operator
after  the  Effective  Date  unless,  in either case, Buyer elects in writing to
include  such  Contract  in  the  Assets;
(n)     The  account books of original entry, general ledgers, financial records
and  personnel  files  and  records used in connection with the operation of the
Systems, provided that Operator will provide copies of, or information contained
in  such books, ledgers, records and files (other than information pertaining to
programming  agreements, except programming agreements specific to the Systems),
to the extent reasonably requested by Buyer before or after the Closing Date and
in  Operator's  possession.  Seller  understands that Buyer will need sufficient
accounting  information and access in order to complete an audit of the Business
for  the  years ending 2002 and 2003.  Seller agrees to give Buyer access to the
records  needed  for  the  audit;
(o)     Seller's  rights  under  this  Agreement  and the Transaction Documents;
(p)     The  personal  property and/or Intangible assets specifically listed and
set  forth  on  Schedule  1.17(p);
(q)     The  real  property assets specifically listed and set forth on Schedule
1.30;
(r)     Any  assets  not  specifically used in connection with and/or related to
the  operations  of  the  Business;  and
(s)     Any  and  all  Vehicles  used  and  operated with respect to the Reserve
Business,  as  specifically  identified  in  Schedule  1.17(s).

     Franchises.  All  cable  television  franchises and similar rights obtained
with  respect  to  the Business from any Governmental Authority, including those
set  forth  on  Schedule  5.4.

GAAP.  Generally  accepted  accounting principles as in effect from time to time
in  the  United  States  of  America.

Governmental  Authority.  The United States of America, any state, commonwealth,
territory  or  possession  of  the  United  States  of America and any political
subdivision  or  quasi-governmental  authority of any of the same, including any
court,  tribunal,  department,  commission,  board,  bureau,  agency,  county,
municipality, province, parish or other instrumentality of any of the foregoing.

Governmental  Permits.  All  FCC  licenses  and  all  other  material approvals,
authorizations,  permits,  licenses,  registrations,  qualifications,  leases,
variances  and  similar  rights  obtained with respect to the Business or Assets
from  any Governmental Authority, other than the Franchises, including those set
forth  on  Schedule  5.4.

Hazardous  Substances.  The  following:  (a) any "hazardous waste" as defined by
the  Resource  Conservation and Recovery Act of 1976 (RCRA) (42 U.S.C.   6901 et
seq.);  (b)  any  "hazardous  substance"  as  defined  by  the  Comprehensive
Environmental  Response,  Compensation  and  Liability  Act of 1980 (CERCLA) (42
U.S.C.   9601  et  seq.);  (c)  any  substance regulated by the Toxic Substances
Control  Act  (TSCA)  (15  U.S.C.   2601  et  seq.), or the Federal Insecticide,
Fungicide  and  Rodenticide  Act  (FIFRA)(7  U.S.C.   136  et seq.); (d) friable
asbestos  or  asbestos-containing  material  of  any  kind  or  character;  (e)
polychlorinated  biphenyls; (f) any substances regulated under the provisions of
Subtitle  I  of  RCRA  relating  to underground storage tanks; and (g) any other
substance which by any Environmental Law requires special handling, reporting or
notification  of  any  Governmental  Authority  in its collection, storage, use,
treatment  or  disposal.

Included  Vehicles.  The  vehicles  listed  on  Schedule  1.23.
Intangibles.  All  intangible  assets,  including  subscriber  lists,  accounts
receivable,  claims (excluding any claims relating to Excluded Assets), patents,
copyrights and goodwill, if any, owned, used or held by Seller primarily for use
in  the  Business.

Legal  Requirements.  Applicable common law and any statute, ordinance, code, or
other  law,  rule,  regulation,  order,  technical  or other written standard or
procedure  enacted,  adopted  or  applied  by  any  Governmental  Authority.
Losses.  Any  claims,  losses,  liabilities,  damages,  penalties,  costs  and
expenses,  including  interest  that  may  be  imposed  in connection therewith,
expenses  of  investigation,  reasonable  fees  and disbursements of counsel and
other  experts,  and  settlement  costs,  exclusive  of  consequential  damages.

Material  Adverse  Effect.  A  material  adverse  effect on the operation of the
Systems  or  the  financial  condition  of  the  Business, taken as a whole, but
without  taking  into  account any effect resulting from any regulatory or other
change  affecting the United States cable industry as a whole, including changes
in  FCC  regulations.

Permitted  Encumbrances.  The following Encumbrances: (a) those Encumbrances set
forth  on  Schedule 1.28, (b) liens securing Taxes, assessments and governmental
charges  in  an  aggregate  amount greater than $1,000.00, (c) any zoning law or
ordinance  or  any  similar  Legal  Requirement,  (d)  any right reserved to any
Governmental Authority to regulate the affected property, and (e) in the case of
leased  property,  whether real or personal, the rights, titles and interests of
the  lessor  thereof, and all Encumbrances on such rights, titles and interests.
Person.  Any  natural  person,  corporation,  partnership, trust, unincorporated
organization,  association, limited liability company, Governmental Authority or
other  entity.

Real  Property.  Except  for  the Excluded Assets (which Excluded Assets include
any  and all real property specifically identified and listed in Schedule 1.30),
all  of  Seller's  interests in real property, including leasehold interests and
easements,  wire crossing permits and rights of entry (except agreements related
to  multiple  dwelling  units).

Required  Consents.  All  authorizations,  approvals and consents required under
Governmental  Permits,  Contracts,  Real Property or otherwise for (a) Seller to
transfer the Assets and the Business to Buyer, and (b) Buyer to own or lease the
Assets  and  to  operate  the  Business  in  the manner in which the Business is
conducted  as  of  the  Closing  Date.

Systems.  Each  of  the  cable  television  Systems  providing  cable television
services  to  the  communities  in  Arizona  and Nevada listed on Schedule 1.32.
System  Employees.  All  personnel  who  primarily render services in connection
with  the  Systems.

Taxes.  All  levies  and  assessments  of  any  kind  or  nature  imposed by any
Governmental  Authority with respect to the Assets, including all income, sales,
use,  ad  valorem,  value  added,  franchise,  severance, net or gross proceeds,
withholding,  payroll, employment, excise or property taxes and levies, together
with  any  interest  thereon  and  any penalties, additions to tax or additional
amounts  applicable  thereto.

Tax  Return.  Any  return,  declaration, report, claim for refund or information
return  or  statement  relating  to  Taxes, including any schedule or attachment
thereto,  and  including  any  amendment  thereof.

Other  Definitions.  The  following terms are defined in the Sections indicated:
<TABLE>
<CAPTION>



<S>                                  <C>

Term. . . . . . . . . . . . . . . .  Section
-----------------------------------  ---------
Action. . . . . . . . . . . . . . .       11.4
-----------------------------------  ---------
Agreement . . . . . . . . . . . . .  Preamble
-----------------------------------  ---------
Approval Order. . . . . . . . . . .       7.13
-----------------------------------  ---------
Assumed Obligations and Liabilities        2.2
-----------------------------------  ---------
Bankruptcy Case . . . . . . . . . .  Recitals
-----------------------------------  ---------
Bankruptcy Code . . . . . . . . . .  Recitals
-----------------------------------  ---------
Bankruptcy Court. . . . . . . . . .  Recitals
-----------------------------------  ---------
Billing Transition Services . . . .        7.7
-----------------------------------  ---------


Buyer . . . . . . . . . . . . . . .  Preamble
-----------------------------------  ---------
Closing Date. . . . . . . . . . . .        9.1
-----------------------------------  ---------
Closing Date Payment. . . . . . . .      3.1.2
-----------------------------------  ---------
Earnest Money Deposit . . . . . . .      3.1.1
-----------------------------------  ---------
Escrow Agent. . . . . . . . . . . .      3.1.1
-----------------------------------  ---------
Effective Date. . . . . . . . . . .  Preamble
-----------------------------------  ---------
Eligible Accounts Receivable. . . .        3.2
-----------------------------------  ---------
ERISA . . . . . . . . . . . . . . .     5.14.1
-----------------------------------  ---------
FINOVA. . . . . . . . . . . . . . .        2.4
-----------------------------------  ---------
Indemnified Party . . . . . . . . .       11.4
-----------------------------------  ---------
Indemnifying Party. . . . . . . . .       11.4
-----------------------------------  ---------
IRC . . . . . . . . . . . . . . . .        3.3
-----------------------------------  ---------
Outside Closing Date. . . . . . . .        9.1
-----------------------------------  ---------
Reserve Business. . . . . . . . . .    1.17(a)
-----------------------------------  ---------
Prime Rate. . . . . . . . . . . . .      12.11
-----------------------------------  ---------
Purchase Price. . . . . . . . . . .        3.1
-----------------------------------  ---------
Seller. . . . . . . . . . . . . . .  Preamble
-----------------------------------  ---------
Transaction Documents . . . . . . .        5.2
-----------------------------------  ---------
</TABLE>




     Rules  of  Construction.  Unless  otherwise  expressly  provided  in  this
Agreement,  (a)  accounting  terms  used in this Agreement will have the meaning
ascribed to them under GAAP; (b) words used in this Agreement, regardless of the
gender  used,  will  be  deemed  and  construed  to  include  any  other gender,
masculine,  feminine,  or  neuter,  as  the  context  requires;  (c)  the  word
"including"  is  not  limiting;  (d)  the  capitalized  term "Section" refers to
sections  of  this Agreement; (e) references to a particular Section include all
subsections  thereof,  (f)  references  to  a  particular  statute or regulation
include  all  amendments  thereto,  rules  and  regulations  thereunder  and any
successor  statute,  rule  or  regulation,  or  published  clarifications  or
interpretations  with  respect  thereto,  in  each  case as from time to time in
effect;  (g) references to a Person include such Person's successors and assigns
to the extent not prohibited by this Agreement; and (h) references to a "day" or
number  of  "days"  (without  the  explicit  qualification  "Business")  will be
interpreted  as  a  reference  to  a  calendar  day  or number of calendar days.
Purchase  and  Sale  of  Assets;  Assumed  Obligations  and  Liabilities

     Purchase and Sale of Assets.  Subject to the terms and conditions set forth
in  this  Agreement,  at the Closing, Seller will convey, transfer and assign to
Buyer,  and  Buyer will purchase from Seller, free and clear of all Encumbrances
(except Permitted Encumbrances), the Assets, effective as of 12:01 a.m., eastern
time,  on  the  Closing  Date.

Assumed  Obligations  and  Liabilities.  At the Closing, Buyer will assume, from
the  date of closing ongoing, and pay, discharge, and perform the following (the
"Assumed  Obligations  and  Liabilities"):  (a)  any  outstanding  and  ongoing
obligations  and  liabilities  under  the  Governmental  Permits  and  Contracts
assigned  and transferred to Buyer at Closing; (b) general property Taxes, sales
and  use  Taxes,  special  assessments,  and ad valorem Taxes levied or assessed
against  any of the Assets, including those that constitute Permitted Liens; (c)
charges  for utilities and other goods or services furnished to the Systems; (d)
copyright  expenses;  (d) those obligations and liabilities of Seller that Buyer
elects  to  assume  at  Closing;  and  (e) all other obligations and liabilities
arising  out  of  Buyer's ownership of the Assets or operation of the Systems on
and  after  the  Closing  Date.  The  Assumed  Obligations and Liabilities shall
include  any of the foregoing obligations or liabilities that have accrued prior
to  the  Closing  but  are  not  due  and  payable  until  after  the  Closing.

     All obligations and liabilities arising out of or relating to the Business,
the  Assets  or  the  Systems other than the Assumed Obligations and Liabilities
will  remain  and  be  the  obligations  and  liabilities  solely  of  Seller.

     Buyer's  Duty  to  Pay  Cure  Costs for Assumed Contracts.  Notwithstanding
anything  to  the  contrary  herein,  at Closing and in addition to the Purchase
Price,  Buyer  will  pay  any and all amounts necessary to cure any defaults (if
any)  under  any  assumed  Contracts, except the following:  (i) franchise fees,
(ii)  pole  attachment  fees,  (iii) FCC fees, (iv) copyright fees, (v) property
taxes  relating to Seller's personalty, and (vi) real property taxes relating to
any  Real  Property  to  be  sold  to  Buyer up to a maximum aggregate amount of
$1,000.00.

Insurance  Policies.  Notwithstanding  the  transfer of the Operator's insurance
policies  to  the  Buyer,  the  Seller,  Operator and FINOVA Capital Corporation
("FINOVA")  shall  remain as additional insureds under such policies, at no cost
to  them,  until  the expiration of any such policies, and the  Seller, Operator
(and/or FINOVA as the loss payee on any insurance policies) shall be entitled to
recover  any insurance proceeds relating to any insured claims or losses arising
prior  to  the  Closing  Date.
Consideration

    Purchase  Price.  The  consideration  for  the  Assets  will  be total cash
consideration of $1,700,000 plus due diligence fees (the "Purchase Price").  The
Purchase  Price  will  be  paid  as  follows:

     3.1.1.     Earnest  Money Deposit.  Within five (5) calendar days after the
Buyer's  execution of this Agreement, Buyer shall deposit with Seller's attorney
for  deposit into Seller's attorney's Trust Account ("Escrow Agent"), to be held
and  disbursed  by  Escrow  Agent in accordance with the terms and provisions of
this  Agreement the cash amount of ONE HUNDRED THOUSAND DOLLARS ($100,000.00) as
an  earnest money deposit ("Earnest Money Deposit", which shall also include all
interest  earned  thereon, if any).  The Earnest Money Deposit shall be held and
disbursed  in  accordance with the terms of this Agreement.    At the Closing of
the  purchase  and  sale  of  the  Assets  in  accordance with the terms of this
Agreement,  the full amount of the Earnest Money Deposit shall be paid to Seller
and  applied  toward  the  Purchase  Price.

3.1.2.     Closing  Date Payment.  Buyer will pay the sum of $1,600,000 plus due
diligence  fees  (the  "Closing Date Payment"), to Seller on the Closing Date by
wire transfer of immediately available funds to the account designated by Seller
     in  writing  at  least  three  Business  Days  prior  to  the Closing Date.
Notwithstanding  the foregoing, no monies (neither the Earnest Money Deposit not
the  Closing  Date  Payment)  shall  be  paid  to  Seller  unless  and until the
Bankruptcy  Court has entered the Approval Order in a form satisfactory to Buyer
approving  this  Agreement  and  the  Closing.

     If  the  buyer  is  unable  to  complete 3.1.2, at the seller's option this
agreement  may  be  voided  with  the  buyer forfeiting any cash payment.  Buyer
further  grants  to Seller, to secure payment and performance of the obligations
of  Seller under this Agreement, a security interest in the contract, equipment,
real  property  and  inventory  listed in SCHEDULES 1.15, 1.30, 5.4, 1.23, 1.32,
5.6,  5.7,  5.13,  5.15  (see  attachments  A  &  B)

     Buyer's  Assistance in Collecting Seller's Accounts Receivable.  Buyer will
use  its  best efforts to collect all of Seller's accounts receivable, and Buyer
will  remit  to  Seller  an  amount  equal  to such collections less the Buyer's
percentage  for  the  costs  of  collection,  and  will settle the accounts on a
monthly  basis, until satisfied or until 120 days from the date of Closing.  The
"Buyer's percentage for the costs of collection" shall be an amount equal to the
sum  of  (a) 40% of the face amount of all Eligible Accounts Receivable that are
current or 30 days or less past due as of the Adjustment Time and (b) 50% of the
face  amount  of all Eligible Accounts Receivable that are over 31 days past due
as  of  the  Adjustment Time.  "Eligible Accounts Receivable" will mean accounts
receivable  resulting  from  the  provision  of  cable  television  and internet
services  by  the  Systems  to active subscribers as of the Adjustment Time that
relate  to  periods  of  time  prior  to  the  Adjustment  Time.

Allocation  of  Purchase  Price.  For  tax purposes, the purchase price shall be
allocated  among the Assets in accordance with the principles of Section 1060 of
the  Internal  Revenue  Code  of  1986  (the  "IRC")  and  applicable  Treasury
Regulations  thereunder.  For purposes of this paragraph and Section 1060 of the
IRC,  the  fair  market values of the Assets shall be determined by Buyer within
ten  (10) business days of the date hereof.  Such determination shall be subject
to  approval  by  the  Seller, Operator and FINOVA.  Buyer, Seller and  Operator
will file all necessary and appropriate Tax returns, forms and schedules thereto
consistent  with  any  such allocations, unless otherwise required by applicable
Legal  Requirements.
Employee  Matters

     At  the  Closing, Buyer may, but will have no obligation to, make offers of
employment, commencing effective as of the Closing Date, to any System Employees
who  otherwise  meet Buyer's criteria for employment.  To the extent permissible
by applicable Legal Requirements, Seller and Operator agrees to cooperate in all
reasonable  respects  with Buyer to allow Buyer to evaluate and interview System
Employees  in order to make employment decisions, including providing reasonable
access  to  Seller and Operator's files with respect to the System Employees, if
requested  by  Buyer.  Buyer  will,  at  its  cost,  be  permitted  to  conduct
pre-employment  physical examinations (including drug-screening tests) and other
appropriate  pre-hire investigations of System Employees, and Buyer may make any
offer  of  employment  to any such System Employee conditional upon its receipt,
review  and  approval  of  the  results  of  such  pre-hire  examinations  and
investigations.

At  the Closing, Seller and Operator will terminate the employment of all System
Employees  to  whom  Buyer  has  made  an  offer  of  employment.

Subject  to  the  requirements  of the Bankruptcy Code and any confirmed plan of
reorganization  in  the  Bankruptcy  Case,  all  claims  and  obligations under,
pursuant to or in connection with any welfare, medical, insurance, disability or
other  employee  benefit plans covering any System Employee or arising under any
Legal  Requirement  affecting  System  Employees of Seller and Operator incurred
through  and including the Closing Date will remain the responsibility of Seller
and  Operator  or  its  Affiliates.  For  purposes  of  this Section, a claim or
obligation will be deemed to have been incurred on the date of the occurrence of
(a)  death  or  dismemberment  in  the  case  of claims under life insurance and
accidental  death  and  dismemberment  policies,  (b)  the  date  of the initial
disability  in the case of claims under disabilities policies or (c) the date on
which the charge or expense giving rise to such claim is incurred in the case of
all  other  claims.  Buyer  will  not have or assume any obligation or liability
under  or in connection with any such plan maintained with respect to any System
Employee.

Except  as  expressly provided in this Section 4 and subject to the requirements
of  the  Bankruptcy  Code  and  any  confirmed  plan  of  reorganization  in the
Bankruptcy Case, Operator will remain solely responsible for, and will indemnify
Buyer  and  hold Buyer harmless from and against all Losses arising from or with
respect  to,  all  salaries and all severance, vacation, medical, sick, holiday,
continuation  coverage  and  other  compensation  or  benefits  to  which System
Employees  may  be entitled (including "sticking" or "staying" bonuses), whether
or  not  such  System  Employees  may  be  hired  by Buyer, as a result of their
employment by Operator, the termination of their employment, the consummation of
the  transactions  contemplated  hereby  or  pursuant  to  any  applicable Legal
Requirement.

Subject  to  the  requirements  of the Bankruptcy Code and any confirmed plan of
reorganization  in the Bankruptcy Case, Operator will retain full responsibility
and  liability  for  offering  and  providing  "continuation  coverage"  to  any
"qualified  beneficiary"  who  is  covered by a "group health plan" sponsored or
contributed  to  by  Operator and who has experienced a "qualifying event" or is
receiving  "continuation  coverage"  through and including the Closing Date.  As
used  in  this  Section  4.5,  "continuation coverage," "qualified beneficiary,"
"group  health  plan,"  and  "qualifying event" all will have the meanings given
such  terms  under  Internal  Revenue  Code  Section  4980B.

Nothing  in this Section 4 or elsewhere in this Agreement will be deemed to make
any  employee  of  the  parties  a  third  party  beneficiary of this Agreement.
Representations  and  Warranties  of  Seller  and  Operator

To  the  best of its knowledge, Seller and Operator (but specifically not Duddy)
represents  and  warrants  to  Buyer,  as  of  the  Effective Date and as of the
Closing,  as  follows:

     Authority  and  Validity.

     Subject  only  to  the requirements and restrictions of the Bankruptcy Code
and  subject  to  the  Bankruptcy  Court's approval, Operator has full power and
authority  to  possess  the  Assets and to carry on the operation of the Systems
pursuant  to  the  Approval  Order.

Subject  to  the  approval  of  the Court, and any conditions that the Court may
impose,  this Agreement will constitute a valid and binding agreement of Seller,
enforceable  in  accordance  with  its  terms.

     No  Conflict;  Required Consents.  Except for the approval of the Court and
obtaining the Required Consents (if necessary and/or if not otherwise authorized
by the Approval Order), the execution and delivery by Seller of, the performance
of Seller under, and the consummation by Seller of the transactions contemplated
by,  this  Agreement  and any other agreements or documents contemplated by this
Agreement  (the  "Transaction  Documents") to which Seller is a party do not and
will  not:  (a) violate any Legal Requirement; (b) require any consent, approval
or  authorization  of, or filing of any certificate, notice, application, report
or  other  document  with any Governmental Authority or other Person; or (c) (i)
violate  or  result in a breach of or constitute a default under (without regard
to  requirements  of  notice,  lapse of time, or elections of any Person, or any
combination  thereof),  (ii)  permit or result in the termination, suspension or
modification  of,  (iii)  result  in the acceleration of (or give any Person the
right  to  accelerate)  the  performance of Seller  under, or (iv) result in the
creation  or  imposition  of  any  Encumbrance  under  any Contract or any other
instrument  evidencing any of the Assets or by which Seller or any of its assets
is  bound  or  affected.

Assets.  Subject to the approval of the Court, Seller, on the Closing Date, will
have  the authority to transfer, and will transfer, good and marketable title to
(or,  in  the  case of Assets that are leased, valid leasehold interests in) the
Assets.  Pursuant  to  the  Approval Order and   363 of the Bankruptcy Code, the
sale  of  the  Assets  shall  be  free and clear of all Encumbrances, except (a)
Permitted  Encumbrances  and  (b)  Encumbrances  described  on  Schedule  5.3.
Otherwise,  pursuant to   363 of the Bankruptcy Code, Seller is transferring the
Assets  "as  is,  where  is"  to  Buyer.

Franchises  and  Governmental  Permits.  All Franchises and Governmental Permits
are  listed  on Schedule 5.4.  Seller has provided to Buyer complete and correct
copies  of  all  Franchises  and  Governmental  Permits.  Except as set forth on
Schedule 5.4, each Franchise and Governmental Permit is in full force and effect
and  Seller  is not, and the other party thereto is not, in breach or default of
any  material  terms  or conditions thereunder.  Except as set forth on Schedule
5.4,  there is no legal action, governmental proceeding or investigation pending
or  threatened  to  terminate,  suspend  or modify any Franchise or Governmental
Permit.

Contracts.  All  Contracts  are  described  on  Schedule  5.5,  except for:  (a)
subscription  agreements  with  individual residential subscribers for the cable
services provided by the Systems in the ordinary course of business which may be
canceled  by  the  Systems without penalty on not more than 30 days' notice; (b)
miscellaneous  service  Contracts  terminable-at-will  without  penalty;  (c)
Contracts  involving  any  immaterial  monetary  or  non-monetary  obligation of
Seller,  (d)  bank  financing documents; and (e) Contracts constituting Excluded
Assets.  Seller  has  provided  to Buyer true and complete copies of each of the
written  Contracts,  including  any  amendments  thereto,  other  than Contracts
described  in clauses (a) through (e) above.  Each Contract is unmodified and is
in  full  force  and  effect  and  constitutes  the  valid,  legal,  binding and
enforceable  obligation,  and  neither Seller nor any other party thereto, is in
breach  or default of any material terms or conditions thereunder.  If requested
in  writing  by  Buyer,  Seller shall, at Buyer's expense, produce copies of any
contracts  relating  to  the  Business  not  described  on  Schedule  5.5.

Real Property.  All Assets consisting of owned or leased Real Property interests
are  described  on  Schedule  5.6.  Seller  has  valid and enforceable leasehold
interests  in Real Property shown as being leased by Seller on Schedule 5.6 and,
with  respect  to  other Real Property not owned or leased by Seller, Seller has
the  valid and enforceable right to use all such other Real Property pursuant to
easements,  licenses,  rights-of-way or other rights, including those easements,
licenses,  rights-of-way or other rights described on Schedule 5.6, subject only
to  Permitted  Encumbrances.  There  is  no  easement  or  other  real  property
interest,  other  than  the  Real  Property,  that is required, or that has been
asserted  by a Governmental Authority or other Person to be required, to conduct
the  Business  or  operate the Systems.  All leased Real Property (including the
improvements  thereon)  (a)  is  in good condition and repair (ordinary wear and
tear  excepted)  consistent with its present use, (b) will be available to Buyer
for  immediate use in the conduct of the Business or operation of the Systems in
accordance  herewith,  (c)  has  access  to  and  over public streets or private
easements  for  which  Seller  has  a valid right of ingress and egress, and (d)
conforms  in  its  use  to  all material restrictive covenants, if any, or other
material  Encumbrances  affecting  all  or  part  of  such  parcel.

Environmental  Matters.

     Except  as disclosed in Schedule 5.7, the leased Real Property has not been
used  in  connection  with  the  operation  of  the  Systems for the generation,
storage,  discharge  or disposal of any Hazardous Substances except as permitted
under  applicable  Environmental Laws.  Except as set forth in Schedule 5.7, the
Seller  has  not  received  any  written  notice from any Governmental Authority
alleging  that  the  owned  or  leased  Real  Property  is  in  violation of any
Environmental  Law,  and  no claim based on any applicable Environmental Law has
been  asserted in writing in the past or is currently pending or threatened with
respect  to  any  owned  or  leased  Real  Property.

Seller  has  provided  to  Buyer complete and correct copies of (a) all studies,
reports,  surveys  or  other  materials  in  Seller's possession relating to the
presence  or  alleged  presence  of Hazardous Substances at, on or affecting the
owned  or  leased  Real Property, (b) all notices or other materials in Seller's
possession  that  were received from any Governmental Authority administering or
enforcing  any  Environmental Laws relating to current or past ownership, use or
operation  of  the  owned  or  leased  Real  Property or activities at such Real
Property,  and  (c)  all  materials  in  Seller's  possession  relating  to  any
litigation or allegation by any Person under or concerning any Environmental Law
as  it  relates  to  the  owned  or  leased  Real  Property.

     Compliance  with  Legal  Requirements.

     Except  as  set  forth on Schedule 5.8, the operation of the Business is in
compliance  with  all  applicable  Legal  Requirements, including the Cable Act,
except  to  the  extent  that the failure to so comply with any of the foregoing
would  not  reasonably  be expected, individually or in the aggregate, to have a
Material  Adverse Effect.  Seller has provided to Buyer true and complete copies
of  all  FCC  rate forms that have been prepared with respect to the Systems and
copies  of  all  correspondence with any Governmental Authority relating to rate
regulation  generally  or  specific rates charged to subscribers of the Systems.
Schedule 5.8 sets forth a list of (a) all pending complaints with respect to any
rates  which  have  been  filed  with  the  FCC  for  the  Systems and (b) those
franchising  authorities  that  have  filed  FCC  Form  328 for certification to
regulate  any  of  the  rates  of  the  Systems.

To  the  extent  necessary and appropriate, Seller has made the required filings
with respect to the Business under Section 111 of the Copyright Act for the past
three  reporting  periods,  if  requested  in writing by Buyer, Seller shall, at
Buyer's  expense,  produce  copies  of  any  such  filings.

     Patents,  Trademarks and Copyrights.  Except for Excluded Assets and except
as  described in Schedule 5.9, Seller does not possess any patent, patent right,
trademark  or copyright material to the operation of the Business, and Seller is
not a party to any license or royalty agreement with respect to any such patent,
trademark  or  copyright  except  for  licenses  respecting program material and
obligations  under  the  Copyright  Act  of  1976 applicable to cable television
systems  generally  and  commercially  available software.  The Business and the
Systems  have  been  operated  in such a manner so as not to violate or infringe
upon  the  rights  of,  or  give  rise  to  any rightful claim of any Person for
copyright,  trademark,  service mark, patent, license, trade secret infringement
or  the  like.

Legal Proceedings.  Except for the Bankruptcy Case pending before the Bankruptcy
Court  and as set forth in Schedule 5.10: (a) with respect to the Systems, there
is no claim, investigation or litigation pending or threatened, by or before any
Governmental  Authority  or private arbitration tribunal by or against Seller or
the Assets, which, if adversely determined, could have a Material Adverse Effect
or  could  materially  and adversely affect the ability of Seller to perform its
obligations  under  this  Agreement.

Tax  Matters.  Except  as  set  forth  on Schedule 5.11, there are no unresolved
claims  concerning  any  Tax  liability  relating  to the Assets or the Systems.
Seller  has not received any notice of deficiency or assessment or of a proposed
deficiency  or  assessment  from any taxing Governmental Authority pertaining to
the  Assets  or  the  Systems.
Employment  Matters.

     Seller  has  separately provided to Buyer on a confidential basis a list of
names  and  positions  of  all System Employees as of the date set forth in such
list, along with other pertinent employment information.  Except as set forth on
Schedule  5.12,  no System Employee is party to any employment agreement, either
written  or  oral,  the Business has complied with applicable Legal Requirements
relating  to  the  employment of labor, including the Employee Retirement Income
Security  Act  of 1974, as amended ("ERISA"), continuation coverage requirements
with  respect  to  group  health  plans,  and  those  relating  to wages, hours,
collective  bargaining,  unemployment  insurance,  worker's  compensation, equal
employment  opportunity,  age and disability discrimination, immigration control
and  the  payment  and  withholding  of  Taxes.

System Employees are not a party to any collective bargaining agreements.  There
are  not pending any unfair labor practice charges relating to System Employees,
any  demand  for  recognition  or  any  other  request  or  demand  from a labor
organization  for  representative  status  with  respect to any System Employee.

     System  Information.  Schedule  5.13  sets  forth the approximate number of
plant  miles  (aerial and underground) for the Systems, the stations and signals
carried by the Systems and the channel position of each such signal and station,
and  the  counties,  cities and towns served by the Systems.  Schedule 5.13 also
sets  forth  the  approximate number of homes passed by the Systems, the channel
lineup  of  the Systems, and the monthly rates charged for each class of service
for  the  Systems.

Finders  and Brokers.  Except for Waller Capital Corporation , the fees of which
will be the sole responsibility of Seller, Seller has not employed any financial
advisor,  broker or finder or incurred any liability for any financial advisory,
brokerage,  finder's  or  similar  fee  or  commission  in  connection  with the
transactions  contemplated  by  this  Agreement  for  which  Buyer  (directly or
indirectly)  could  be  liable.

Bonds.  Except  as  set  forth  on  Schedule  5.15,  there  are  no  franchise,
construction, fidelity, performance or other bonds, or letters of credit, posted
or  required  to  be  posted  in  connection  with  the  Systems  or the Assets.
Accounts Receivable.  The accounts receivable relating to the Systems are actual
and  bona  fide receivables representing obligations for the total dollar amount
thereof  shown  on  the  books  of the Business, and are subject to no offset or
reduction  of  any  nature.

Buyer's  Representations  and  Warranties

Buyer  represents and warrants to Seller, as of the Effective Date and as of the
Closing,  as  follows:

     Organization  and  Qualification.  Buyer  is  a corporation duly organized,
validly  existing and in good standing under the laws of the State of Nevada and
has  all  requisite  power and authority to own, lease and use the assets owned,
leased  or  used by it and to conduct its business as it is currently conducted.
Authority  and Validity.  Buyer has all requisite power and authority to execute
and  deliver,  to  perform  its  obligations  under,  and  to  consummate  the
transactions  contemplated  by,  this Agreement and the Transaction Documents to
which Buyer is a party.  The execution and delivery by Buyer of, the performance
by  Buyer  of  its  obligations  under,  and  the  consummation  by Buyer of the
transactions  contemplated  by,  this Agreement and the Transaction Documents to
which  Buyer  is  a party have been duly and validly authorized by all necessary
action by or on behalf of Buyer.  This Agreement has been, and when executed and
delivered  by Buyer the Transaction Documents will be, duly and validly executed
and  delivered  by  Buyer  and  the  valid  and  binding  obligations  of Buyer,
enforceable against Buyer in accordance with their terms, except as the same may
be  limited  by applicable bankruptcy, insolvency, reorganization, moratorium or
similar  laws  now  or  hereafter  in  effect  relating  to  the  enforcement of
creditors'  rights  generally  or  by  principles  governing the availability of
equitable  remedies.

No  Conflicts;  Required  Consents.  The  execution  and  delivery by Buyer, the
performance  of  Buyer  under, and the consummation by Buyer of the transactions
contemplated  by, this Agreement and the Transaction Documents to which Buyer is
a  party  do  not  and  will  not  (a)  violate any provision of the articles of
incorporation or bylaws of Buyer, (b) violate any Legal Requirement, (c) require
any consent, approval or authorization of, or filing of any certificate, notice,
application,  report  or other document with any Governmental Authority or other
Person,  or  (d)  (i)  violate  or result in a breach of or constitute a default
under  (without  regard to requirements of notice, lapse of time or elections of
any  Person  or  any  combination  thereof),  (ii)  permit  or  result  in  the
termination,  suspension or modification of, (iii) result in the acceleration of
(or  give any Person the right to accelerate) the performance of Buyer under, or
(iv)  result  in  the  creation  or  imposition  of  any  Encumbrance  under any
instrument or other agreement to which Buyer is a party or by which Buyer or any
of  its assets is bound or affected, except for purposes of this clause (d) such
violations,  conflicts,  breaches,  defaults,  terminations,  suspensions,
modifications  and accelerations as would not, individually or in the aggregate,
have a material adverse effect on the validity, binding effect or enforceability
of  this  Agreement  or on the ability of Buyer to perform its obligations under
this  Agreement  or  the  Transaction  Documents  to  which  it  is  a  party.

Finders  and  Brokers.  Buyer  has not employed any financial advisor, broker or
finder or incurred any liability for any financial advisory, brokerage, finder's
or similar fee or commission in connection with the transactions contemplated by
this  Agreement  for  which  Seller  (directly  or  indirectly) could be liable.
Legal  Proceedings.  There  are  no  claims,  actions,  suits,  proceedings,
investigations  or  litigation  pending  or  threatened,  by  or  before  any
Governmental  Authority  or  private  arbitration  tribunal,  by  or  against or
affecting  or relating to Buyer and, no facts or circumstances exist which could
reasonably  be  expected  to  give  rise  to  any  such  claim, investigation or
litigation,  which,  if  adversely  determined,  would  restrain  or  enjoin the
consummation  of  the  transactions  contemplated  by  this Agreement or declare
unlawful  the transactions or events contemplated by this Agreement or cause any
of  such  transactions  to  be  rescinded.

Additional  Covenants

     Access to Premises and Records.  Between the Effective Date and the Closing
Date,  Seller  will  give  Buyer  and  its  counsel,  accountants  and  other
representatives  full access during normal business hours upon reasonable notice
to  all the premises and books and records of the Business and to all the Assets
and  to  the  Systems'  general  manager  and  will  furnish  to  Buyer and such
representatives all such documents, financial information, and other information
regarding  the Business and the Assets as Buyer from time to time reasonably may
request;  provided  that no such investigation will affect or limit the scope of
any  of  Seller's representations, warranties, covenants and indemnities in this
Agreement  or  any Transaction Document or limit liability for any breach of any
of  the  foregoing.

Continuity and Maintenance of Operations.  Except as Buyer may otherwise consent
in  writing  (which  consent  will  not  be  withheld unreasonably), between the
Effective  Date  and  the  Closing,  Seller  will  comply  with  the  following:

     Seller will conduct the Business and operate the Systems only in the usual,
regular  and  ordinary  course  consistent with its past practices, and will use
commercially  reasonable  efforts to (a) preserve the Business intact, including
preserving  existing  relationships  with  franchising  authorities,  suppliers,
customers  and  others  having  business  dealings  with  Seller relating to the
Business,  (b) keep available the services of its employees and agents providing
services  in  connection  with  the Business, and (c) continue making marketing,
advertising and promotional expenditures with respect to the Business consistent
with  past  practices.

Seller  will perform regular maintenance on the Assets to maintain the Assets in
good  repair,  order  and  condition  (ordinary  wear  and  tear excepted), will
maintain  equipment  and  inventory  at  historical  levels consistent with past
practices,  will  maintain  in full force and effect, policies of insurance with
respect  to  the Business in amounts consistent with good industry practice, and
will maintain its books, records and accounts in the usual, regular and ordinary
manner  on  a  basis  consistent  with  past  practices.

Seller  will  not  (a)  change  the  rates  charged for any programming services
provided  by  the  Systems  or  add,  delete,  re-tier  or  repackage  any  such
programming  services except to the extent required under any Legal Requirement,
(b)  sell,  transfer or assign any portion of the Assets other than sales in the
ordinary  course  of  business, or permit the creation of any Encumbrance on any
Asset  other  than  a  Permitted  Encumbrance  or  any Encumbrance which will be
released  at  or  prior  to  the  Closing,  (c)  modify in any material respect,
terminate,  suspend  or abrogate any Governmental Permits, material Contracts or
any other material agreement (other than those constituting Excluded Assets), or
(d)  enter  into any Contract or commitment relating to the Systems involving an
expenditure  in excess of $5,000, other than as required by the Franchises or as
contemplated  by  this  Agreement, other than contracts or commitments which are
cancelable  on  60  days'  notice  or  less  without  penalty.

Seller  will promptly notify Buyer of any fact, circumstance, event or action by
it  or  otherwise  (a)  which,  if  known at the Effective Date, would have been
required  to be disclosed in or pursuant to this Agreement or (b) the existence,
occurrence  or  taking  of which would result in any of Seller's representations
and  warranties  in  this  Agreement or any Transaction Document not being true,
complete  and  correct, if not already qualified by materiality, in all material
respects,  and  if  qualified by materiality, in all respects, in each case when
made  or  at  the  Closing.

     Required  Consents.

     Prior  to  the  Closing, Seller will use commercially reasonable efforts to
either  (a)  obtain  an  order (which may be within the Approval Order) from the
Bankruptcy  Court  in  the  Bankruptcy Case authorizing the Seller to assume and
assign  to  Buyer,  pursuant  to   365  of  the  Bankruptcy  Code,  any  and all
Contracts,  and/or  Government Permits, without regard to and/or notwithstanding
the  failure  or  refusal of any third party to any such Contracts or Government
Permits  to consent to such assignment; or (b) obtain in writing, as promptly as
possible  and  at its expense, all the Required Consents, and any other consent,
authorization or approval required to be obtained by Seller in order to transfer
the  Assets  to  Buyer  in connection with the transactions contemplated by this
Agreement,  each  in form and substance reasonably satisfactory to Buyer (which,
in  the  case  of  Contracts,  may include estoppel language with respect to the
status  of  the Contract), and deliver to Buyer copies of such Required Consents
and  such  other  consents,  authorizations or approvals promptly after they are
obtained  by Seller.  To the extent required under 11 U.S.C.   365, Seller shall
cure  any  defaults  relating  to  the  payment of (i) franchise fees, (ii) pole
attachment  fees,  (iii)  FCC  fees,  (iv)  copyright  fees,  (v) property taxes
relating to Seller's personalty, and/or (vi) real property taxes relating to any
Real  Property  to  be  sold  to  Buyer,  up  to  a  maximum aggregate amount of
$1,000.00,  which  cures  are  or  may be necessary to permit the assumption and
assignment  to  Buyer  of  any  Contracts to be assumed by Buyer and that are in
default  due  to  the  Seller's failure to pay any such (i) franchise fees, (ii)
pole  attachment  fees,  (iii) FCC fees, (iv) copyright fees, (v) property taxes
relating to Seller's personalty, and/or (vi) real property taxes relating to any
Real  Property  to be sold to Buyer.  Other than the cost to cure such defaults,
commercially  reasonable  efforts do not require that Seller (a) pay any amounts
in  excess  of  reasonable  processing  or  application  fees  or (b) institute,
threaten  or  settle any litigation.  Buyer will cooperate with Seller to obtain
all  Required  Consents,  but  Buyer  will not be required to accept or agree or
accede  to  any modifications or amendments to, or changes in, or the imposition
of any condition to the transfer to Buyer of any Contract or Governmental Permit
that  are  not  reasonably  acceptable  to  Buyer.

     Transfer  Taxes.  Any  state  or local sales, use, transfer, or documentary
transfer  Taxes  or  fees or any other charge (including filing fees) imposed by
any  Governmental Authority arising from or payable by reason of the transfer of
the  Assets as contemplated by this Agreement will be paid by Seller, subject to
any  Bankruptcy  Code requirements or restrictions and subject to the terms of a
confirmed  plan  of  reorganization  in  the  Bankruptcy  Case.

Use of Names and Logos.  After the Closing, Buyer will remove or delete the name
"Eagle West, LLC" from the Business and Assets as soon as reasonably practicable
but  in  any  event by the 120th day following the Closing.  Notwithstanding the
foregoing,  nothing  in  this  Section  7.5  will  require  Buyer  to  remove or
discontinue  using  any such name or mark that is affixed to converters or other
items  in  or  to  be  used in consumer homes or properties, or as are used in a
similar  fashion  making such removal or discontinuation impracticable.   Seller
and  Operator  agrees  that  Seller's  name, Eagle West Communications, Inc., is
acceptable  to  be  utilized  in  all  future  business  operations.

Satisfaction of Conditions.  Each party will use commercially reasonable efforts
to  satisfy,  or  to cause to be satisfied, the conditions to the obligations of
the  other  party to consummate the transactions contemplated by this Agreement,
as  set  forth  in  Section  8.

Transition  Services.  Seller  will  provide assistance to Buyer with respect to
the  operation of the billing systems, software and related fixed assets used by
Seller  in connection with the Systems (the "Billing Transition Services") for a
period  of  up to 120 days following the Closing to allow for transition of such
services  to  Buyer  and the conversion of existing billing arrangements.  Buyer
will  reimburse  Seller,  on a monthly basis, for all direct expenses, including
personnel  expenses,  incurred  by  Seller  in  providing the Billing Transition

Services  or  other  transition  services.

Leased  Equipment  and  Other  Capital  Leases.  Seller will assign to Buyer any
capital  leases for Equipment that Buyer agrees to assume, and Buyer will assume
all  of Seller's rights, responsibilities and liabilities under any such capital
leases.  Further,  to  the  extent  that  any  lessors under such capital leases
require  any  form  of "adequate assurance of future performance" under   365 of
the  Bankruptcy  Code,  Buyer  will  exercise  its  best efforts to provide such
assurances.

Post-Closing  Access  to  Personnel  Records.  Except as otherwise prohibited by
applicable  Legal  Requirements, for a period ending on the first anniversary of
the  Closing  Date, Seller will, at no cost to Buyer, provide Buyer from time to
time,  during  normal business hours and upon reasonable notice from Buyer, with
access  to,  and  the right to make copies or extracts of, pertinent information
from  the personnel files and records of  Seller and Operator relating to System
Employees  who are hired by Buyer in connection with any claim, investigation or

litigation,  payment  of  Taxes  or  any  other  valid  business  reason.

Retransmission  Consent  Agreements.  On  or  prior to the date which is 20 days
prior  to  the  Closing  Date,  Seller will provide to Buyer a list (and provide
copies,  to  the  extent  not  previously  provided) of all local retransmission
consent  agreements  then  in  effect  with  respect to the Systems.  By written
notice  delivered  to  Seller  at least 10 days prior to the Closing Date, Buyer
may,  in  its  sole  discretion,  elect  to  assume  one  or  more  of  Seller's
retransmission  consent  agreements.  Any such retransmission consent agreements
that  Buyer  elects to assume pursuant to this Section 7.10 will be deemed to be
included  in  the  Assets  for  all  purposes  under  this  Agreement.

Court  Approval.  Upon  execution  of  this  Agreement, Seller will exercise its
diligent, good faith efforts to obtain entry of an order of the Bankruptcy Court
authorizing  Seller's  execution,  delivery  and  performance of this Agreement,
authorizing the sale of the Assets to Buyer in accordance with the terms of this
Agreement  and  in  such  form  and content as Buyer may reasonably request (the
"Approval  Order").  The parties acknowledge that the Court may sign an Approval
Order  subject  to  (i)  the  opportunity of interested parties to object to the
conduct  of  a  hearing  thereon,  and/or (ii) higher and better bids from third
party  purchasers.  The  Court  may conduct a hearing to receive such objections
and  competing  bids  before  signing  the  Approval  Order.

Conditions  Precedent
     Conditions  to the Obligations of Buyer and Seller.  The obligation of each
party  to  consummate the transactions contemplated by this Agreement is subject
to  the  satisfaction,  at  or  before the Closing, of the following conditions,
which  may  be waived by the parties to the extent permitted by applicable Legal
Requirements:
     Absence  of  Legal Proceedings.  Other than the Bankruptcy Case, no action,
suit,  investigation  or  proceeding  is  pending  before, or threatened by, any
Governmental  Authority,  no  judgment will have been entered and not vacated by
any  Governmental  Authority  and  no  Legal Requirement will have been enacted,
promulgated  or issued or become or deemed applicable to any of the transactions
contemplated  by  this  Agreement  by  any  Governmental  Authority, which could
reasonably  be  expected to prevent or make illegal the purchase and sale of the
Assets  contemplated  by  this  Agreement.
Consents.
     8.1.2.a.  Seller  and  Buyer  will  have  received  either:
      (a)  an order from the Bankruptcy Court in the Bankruptcy Case authorizing
the  transfer  of  the Assets free and clear all claims, liens and encumbrances,
and  authorizing the assignment of all assigned Contracts and Government Permits
relating  to  the  Mesa,  Arizona  System;  or
(b)  evidence,  in  form  and  substance  satisfactory to Buyer, that all of the
Required  Consents with respect to the assigned Contracts and Government Permits
relating to the Mesa, Arizona System have been obtained or given and are in full
force  and  effect.
     8.1.2.b.  With  respect  to all cable television systems owned and operated
by  Seller other than the Mesa, Arizona system, Seller will use its best efforts
to  obtain  either:
      (a)  an order from the Bankruptcy Court in the Bankruptcy Case authorizing
the assignment of all assigned Contracts and Government Permits relating to such
systems;  or
(b)  evidence,  in  form  and  substance  satisfactory to Buyer, that all of the
Required  Consents with respect to the assigned Contracts and Government Permits
relating  to  such systems have been obtained or given and are in full force and
effect.

     Court  Approval.  An  Approval Order will have become effective as provided
in  Section  7.11  and  be  final  and  non-appealable.

     Conditions  to  the  Obligations  of  Buyer.  The  obligation  of  Buyer to
consummate  the  transactions  contemplated  by this Agreement is subject to the
satisfaction,  at  or before the Closing, of the following conditions, which may
be  waived  by  Buyer  to the extent permitted by applicable Legal Requirements:

     Representations  and  Warranties.  The  representations  and  warranties of
Seller  in this Agreement, if qualified by a reference to materiality, are true,
complete and correct and, if not so qualified, are true, complete and correct in
all  material respects, at and as of the Closing with the same effect as if made
at  and as of the Closing, except for changes, if any, permitted or contemplated
by  this  Agreement  and  except  to  the  extent  a different date is specified
therein, in which case such representation and warranty will be true and correct
as  of  such  date.

Performance  of Agreements.  Seller will have performed in all material respects
all  obligations  and  agreements and complied in all material respects with all
covenants  in  this  Agreement  and  any Transaction Document to be performed or
complied  with  by  Seller  at  or  before  the  Closing.

No  Material  Adverse  Effect.  Since  the  Effective  Date,  no event will have
occurred which has had, or could reasonably be expected to result in, a Material

Adverse  Effect.

Retransmission  Consent Agreements.  Buyer will have entered into, or received a
valid  assignment  of,  a  retransmission consent agreement with respect to each
local  broadcast  signal  carried  by the Systems other than pursuant to a valid
must  carry  election  under  the  Cable  Act.

Programming  Deletion.  Upon  written notice from Buyer to Seller given at least
30 days prior to Closing, or given 30 days prior to the date designated by Buyer
for deletion, if earlier than Closing, Seller will have deleted from the Systems
any  programming services that (i) Buyer does not have the right to carry on the
Systems  after  Closing  or  (ii)  Buyer determines, in its reasonable judgment,
could  potentially  result  in  liability  on  the  part  of Buyer for copyright
payments  after  Closing in excess of those payments made by Seller with respect
to  carriage  of  such  signals  prior  to  Closing.  If  Buyer  designates  any
programming  services  for  deletion prior to Closing, Buyer and Seller will use
commercially reasonable efforts to agree upon substitute programming to be added
to  the  Systems  to  replace  such  deleted  programming.

Subscriber List.  Seller will have delivered to Buyer, at least 10 days prior to
the  Closing,  a  current  list  of subscribes of the Systems, including billing
address  and  related  account  information.

Seller's Cure.  Seller will have cured, or made arrangements for the prompt cure
of,  any  defaults  relating  to  the  payment  of (i) franchise fees, (ii) pole
attachment  fees,  (iii)  FCC  fees,  (iv)  copyright  fees,  (v) property taxes
relating to Seller's personalty, and/or (vi) real property taxes relating to any
Real  Property  to  be  sold  to  Buyer,  up  to  a  maximum aggregate amount of
$1,000.00,  which  cures  are  or  may be necessary to permit the assumption and
assignment  to  Buyer  of  any  Contracts to be assumed by Buyer and that are in
default  due  to  the  Seller's failure to pay any such (i) franchise fees, (ii)
pole  attachment  fees,  (iii) FCC fees, (iv) copyright fees, (v) property taxes
relating to Seller's personalty, and/or (vi) real property taxes relating to any
Real  Property  to  be  sold  to  Buyer.

     Conditions  to  Obligations  of  Seller.  The  obligation  of  Seller  to
consummate  the  transactions  contemplated  by this Agreement is subject to the
satisfaction,  at  or before the Closing, of the following conditions, which may
be  waived  by  Seller to the extent permitted by applicable Legal Requirements:

     Representations  and  Warranties.  The  representations  and  warranties of
Buyer  in  this Agreement, if qualified by a reference to materiality, are true,
complete and correct and, if not so qualified, are true, complete and correct in
all  material respects, at and as of the Closing with the same effect as if made
at  and as of the Closing, except for changes, if any, permitted or contemplated
by  this  Agreement  and  except  to  the  extent  a different date is specified
therein, in which case such representation and warranty will be true and correct
as  of  such  date.

Performance  of  Agreements.  Buyer will have performed in all material respects
all  obligations  and agreements, and complied in all material respects with all
covenants  and  conditions  in this Agreement and any Transaction Document to be
performed  or  complied  with  by  Buyer  at  or  before  the  Closing.
The  Closing

     The  Closing;  Time and Place.  The Closing will be held on a date mutually
agreed upon by the parties after all conditions to the Closing contained in this
Agreement  (other  than those based on acts to be performed at the Closing) have
been  satisfied  or  waived  (the "Closing Date").  In no event will the Closing
occur  after  May  15,  2004  (the  "Outside  Closing Date"), unless the parties
otherwise  agree.  The Closing will be held via facsimile and overnight courier,
or at such place and at such time as Buyer and Seller may agree.  If the Closing
Date  is  not  a  Business  Day,  then  Buyer will pay the Purchase Price on the
immediately  following  Business  Day.
Seller's Delivery Obligations.  At the Closing, Seller will deliver (or cause to
be  delivered)  to  Buyer  the  following:

     an  executed  Bill  of  Sale  and  Assignment and Assumption in the form of
Exhibit  A  to  this  Agreement;  possession  of  the  Assets; to the extent not
previously provided or included in the Excluded Assets, copies of all Contracts,
customer  and  subscriber  lists,  engineering  records, maps, databases, files,
records, codes, combinations, passwords, keys and other entry and identification
information  to  permit operation of the Assets and used by Seller in connection
with  the  operation  of  the Systems (provision of the foregoing will be deemed
made  to the extent such records are then located at any offices included in the
Real  Property);  and  such  other  documents as Buyer may reasonably request in
connection  with  the  transactions  contemplated  by  this  Agreement.

     Seller  Cooperation;  Covenant Not to Compete; and Termination of Rights at
Closing:

     Seller shall cooperate with Buyer to achieve a smooth transition of utility
and  other  similar  services  furnished  to  the  Systems.

For  a  period  of  one  (1)  year after the Closing, Operator shall not, either
directly  or indirectly, solicit business from any customer of the Business, and
shall not directly or indirectly own, manage, operate, control or participate in
the  ownership, management, operation or control, or be connected in any manner,
either  as owner, proprietor, partner, stockholder, director, officer, employee,
agent  or  otherwise,  of  any business that competes with the Business anywhere
that  the Business transacts business as of the day before the Closing Date.  In
the  event  of  a breach of this covenant, Buyer shall be entitled to injunctive
relief  in  addition  to  all  remedies  provided  by  law.

Operator  shall  have no right, title or interest of any kind in the Assets, and
shall  not  transfer,  assign or convey or purport to transfer, assign or convey
any of the Assets or any interest therein, including, without limitation, any of
the  Intangibles,  to  any  person  other  than  the  Buyer.

     Buyer's Delivery Obligations.  At the Closing, Buyer will deliver (or cause
to  be  delivered)  to  Seller  the  following:

     the  Closing  Date  Payment;  an  executed  Bill of Sale and Assignment and
Assumption  in the form of Exhibit A to this Agreement; and such other documents
as  Seller  may  reasonably  request  in  connection  with  the  transactions
contemplated  by  this  Agreement.

Termination

     Termination  Events.  This Agreement may be terminated and the transactions
contemplated  by  this  Agreement  may  be  abandoned:

    At  any  time  by  the  mutual  written  agreement  of  Buyer  and  Seller;
By  either  party at any time upon 30 days prior written notice to the other, if
the  other  is in material breach or default of any of its covenants, agreements
or  other obligations in this Agreement and fails to cure such breach or default
within  the  10-day  period  following such written notice or, if such breach or
default is incapable of being cured within such 10-day period and the defaulting
party  promptly  initiates  and  diligently pursues such cure to completion upon
receipt  of  such  notice,  within  a  reasonable  period  of  time;

By  either  party  upon  written  notice  to  the  other, if the Closing has not
occurred  by  the  Outside  Closing  Date, for any reason other than a breach or
default  by  such  party  of  its  respective  covenants,  agreements  or  other
obligations  under  this  Agreement;  or

As  otherwise  provided  herein.

     Effect  of  Termination;  Limitation  of  Liability.  If  this Agreement is
terminated  pursuant  to Section 10.1, all obligations of the parties under this
Agreement will terminate, except (a) as set forth in Section 10.3, (b) that each
party  will  pay  the  costs and expenses incurred by it in connection with this
Agreement, and neither party will be liable to the other for any costs, expenses
or  damages  except  as  expressly  provided  herein;  (c)  that each party will
redeliver  all  documents,  work  papers  and  other material of the other party
relating  to the transactions contemplated hereby, whether so obtained before or
after execution hereof, to the party furnishing the same; and (d) as provided in
Sections 12.4 and 12.16.  Notwithstanding a party's right to pursue remedies for
breach of contract upon termination of this Agreement in accordance with Section
10.1,  no  remedies  for  breaches  of  representations  and  warranties will be
available  if  this  Agreement  is  so terminated pursuant to Sections 10.1.1 or
10.1.3.  Furthermore,  except  as  provided  in  Section  10.3, in the event the
Closing  does  not  occur,  no  party  to  this Agreement will be liable for any
incidental,  consequential, exemplary, special or punitive damages in connection
with  any  claim  for  breach  of  this  Agreement.  In the event of a breach by
Seller,  any and all of Buyer's claims under this Section 10.2 and under Section
12.4  shall be deemed administrative expenses under 11 U.S.C.   503, entitled to
priority  under  11  U.S.C.   507(a).

Earnest Money Deposit.  If Buyer fails to purchase the assets in accordance with
the  terms  of  this  Agreement, or if Buyer breaches its obligations under this
Agreement, and fails to cure any such failure or breach(es) within five (5) days
of  receiving  written  notice thereof, and the transaction contemplated in this
Agreement  fails  to  close  by  reason of such failures and/or breach(es), then
Escrow Agent shall deliver the Earnest Money Deposit to Seller and Seller's sole
remedy  for  such  failures and breach(es) shall be to recover the Earnest Money
Deposit  as  liquidated  damages.  If  this  Agreement  is  terminated  or  the
transaction contemplated herein fails to close for any other reason, the Earnest
Money  Deposit  shall  be  returned to Buyer, and subject to the limitations set
forth  elsewhere  in  this  Agreement,  Buyer shall have all rights and remedies
available  to  it  for  Seller's breach hereof.  If the Court fails to enter the
Approval Order, or if one or more of the Required Consents are not obtained, due
to  the  Buyer's (or any of its principals', affiliates' or employees') actions,
inactions  or  status,  then the failure to satisfy the requirement of obtaining
the Approval Order and/or the Required Consent shall be deemed to be a breach by
Buyer  and  the  Earnest  Money  Deposit  shall  be  delivered  to  Seller.



Survival  of  Representations  and  Warranties;  Indemnification

     Survival of Representations and Warranties.  Except for the representations
and  warranties  of Seller set forth in Sections 5.1, 5.2, 5.3, 5.7, 5.8 and 5.9
of  this  Agreement,  the respective representations and warranties of Buyer and
Seller  in this Agreement shall not survive the Closing, and no claim for breach
thereof  may  be  made  pursuant  to  this  Section  11.

Indemnification  by  Seller.  Following  the  Closing, Seller will indemnify and
hold  harmless,  to  the extent of available bankruptcy estate assets, Buyer and
its  owners,  directors, officers, employees, agents, successors and assigns and
any  Person  claiming  by  or  through any of them, as the case may be, from and
against  all Losses resulting from or arising out of any breach of any surviving
representation  or  warranty  made  by  Seller  in  this  Agreement.
Indemnification  by Buyer.  Following the Closing, Buyer will indemnify and hold
harmless  Seller  and  its shareholders, owners, directors, officers, employees,
agents,  successors  and  assigns,  and any Person claiming by or through any of
them,  as the case may be, from and against all Losses resulting from or arising
out  of:

     any  breach  of any covenant, agreement or obligation of Buyer contained in
this  Agreement  or  in  the  Transaction  Documents  delivered  by  Buyer;
the  Assumed  Obligations  and  Liabilities;  and
the  ownership of the Assets or operation of the Systems and the Business on and
after  the  Closing  Date.

     Third  Party  Claims.  Promptly after the receipt by any party of notice of
any  claim,  action, suit or proceeding by any Person who is not a party to this
Agreement  (collectively,  an  "Action"),  which  Action  is  subject  to
indemnification  under this Agreement, such party (the "Indemnified Party") will
give reasonable written notice to the party from whom indemnification is claimed
(the "Indemnifying Party").  The Indemnified Party will be entitled, at the sole
expense and liability of the Indemnifying Party, to exercise full control of the
defense,  compromise  or  settlement  of any such Action unless the Indemnifying
Party,  within  a  reasonable  time  after  the  giving  of  such  notice by the
Indemnified  Party,  (a)  notifies  the  Indemnified  Party  in  writing  of the
Indemnifying  Party's  intention  to  assume such defense, (b) provides evidence
reasonably  satisfactory  to  the  Indemnified Party of the Indemnifying Party's
ability to pay the amount, if any, for which the Indemnified Party may be liable
as a result of such Action and (c) retains legal counsel reasonably satisfactory
to  the  Indemnified  Party  to  conduct  the  defense  of such Action, it being
understood that counsel to each of Buyer and Seller named in this Agreement will
be  deemed  reasonable.  The  other party will cooperate with the party assuming
the defense, compromise or settlement of any such Action in accordance with this
Agreement  in  any  manner  that  such  party  reasonably  may  request.  If the
Indemnifying  Party  so  assumes the defense of any such Action, the Indemnified
Party  will have the right to employ separate counsel and to participate in (but
not  control)  the defense, compromise or settlement of the Action, but the fees
and  expenses  of  such  counsel will be at the expense of the Indemnified Party
unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii)
any  relief  other  than  the  payment  of  money  damages is sought against the
Indemnified  Party, or (iii) the Indemnified Party will have been advised by its
counsel  that  there  may  be  one  or  more  defenses available to it which are
different  from  or additional to those available to the Indemnifying Party, and
in  any such case that portion of the fees and expenses of such separate counsel
that are reasonably related to matters covered by the indemnity provided in this
Section  11  will  be  paid  by  the  Indemnifying  Party,  provided  that  the
Indemnifying  Party  will  have  no  obligation  to  pay the reasonable fees and
expenses  of more than one law firm (in addition to the Indemnifying Party's law
firm).  The  Indemnified Party will not settle or compromise any such Action for
which  it  is entitled to indemnification under this Agreement without the prior
written  consent  of  the  Indemnifying Party, unless the Indemnifying Party has
failed,  after  reasonable  notice,  to  undertake control of such Action in the
manner provided in this Section 11.4.  The Indemnifying Party will not settle or
compromise  any  such  Action  (A) in which any relief other than the payment of
money  damages is sought against any Indemnified Party or (B) in the case of any
Action  relating to the Indemnified Party's liability for any Tax, if the effect
of  such  settlement  would  be  an increase in the liability of the Indemnified
Party  for  the  payment of any Tax for any period, unless the Indemnified Party
consents  in  writing  to such compromise or settlement.  Any and all of Buyer's
claims  under  this  Section  11.4 shall be deemed to be administrative expenses
under  11  U.S.C.   503,  entitled  to  priority  under  11  U.S.C.   507(a).

Sole Remedy.  Each party acknowledges and agrees that, should the Closing occur,
its  sole  and  exclusive remedy against the other with respect to any breach of
representation,  warranty,  covenant, agreement or obligation, this Agreement or
the  transactions  contemplated  by  this  Agreement,  will  be  pursuant to the
indemnification  provisions  set  forth  in  this  Section  11.
Miscellaneous

     Parties  Obligated  and  Benefited.  Subject  to  the limitations set forth
below,  this  Agreement  will  be  binding upon the parties and their respective
assigns  and  successors in interest and will inure solely to the benefit of the
parties  and  their  respective assigns and successors in interest, and no other
Person  will  be  entitled  to  any of the benefits conferred by this Agreement.
Without  the  prior written consent of the other party, neither party may assign
any  of its rights under this Agreement or delegate any of its duties under this
Agreement,  provided that Buyer may assign its rights and obligations under this
Agreement  to  any Affiliate or in connection with any transaction that includes
the  sale  or  transfer  of all or substantially all of its cable Systems assets
located  in  the  State  of  Arizona  or  Nevada.

Notices.  All  notices  and communications hereunder will be in writing and will
be  deemed  to have been duly given to a party when delivered in person, sent by
facsimile transmission (with confirmation of receipt), delivered by first class,
postage  prepaid,  registered  or  certified  mail,  or  sent  by  a  nationally
recognized  overnight  courier  service,  and  addressed  as  follows:

Seller:

Eagle  West  Communications,  Inc.
1030  S.  Mesa  Drive
Mesa,  AZ  85210
with  copy  to:
Johnson,  Rasmussen,  Robinson  &  Allen,  P.L.C.
48  N.  Macdonald
Mesa,  AZ  85201
Attention:  Jay  Allen

Buyer:

Telecommunication  Products,  Inc.
9171  Wilshire  Boulevard,  Suite  B  Beverly  Hills,  California  90210
Attn:  Robert  Russell,  Esq.
 Telephone:  (310)  281-2571
 Facsimile:  (310)  281-2574
with  copy  to:
Amy  M  Trombly
80  Dorcar  Road
Newton,  MA  02459
Telephone  (617)243-0850


Any  party  may  change  the address to which notices are required to be sent by
giving  notice  of  such change in the manner provided in this Section 12.2. Any
notice  of  a  change  of  address  will  be effective only upon actual receipt.

     Right  to  Specific  Performance.  Each  party acknowledges that the unique
nature  of the transactions contemplated by this Agreement and the circumstances
under  which  this  Agreement  has been entered into renders money damages for a
breach  of  the  parties'  respective obligations to consummate the transactions
contemplated  by this Agreement an inadequate remedy, and the parties agree that
either  party  will  be  entitled to pursue specific performance as a remedy for
such  breach  without  the  requirement  of  posting  a  bond  or other security
therefor.

Attorneys'  Fees.  In  the event of any action or suit based upon or arising out
of  any alleged breach by any party of any representation, warranty, covenant or
agreement  contained in this Agreement, the prevailing party will be entitled to
recover  reasonable  attorneys' fees and other costs of such action or suit from
the  other  party.

Waiver.  This  Agreement  or  any  of its provisions may not be waived except in
writing.  The  failure  of  any  party  to  enforce any right arising under this
Agreement  on  one or more occasions will not operate as a waiver of that or any
other  right  on  that  or  any  other  occasion.
Captions.  The  captions  of  this Agreement are for convenience only and do not
constitute  a  part  of  this  Agreement.

GOVERNING LAW This Agreement shall be construed in accordance with, and governed
by  the  laws  of  the  State  of  Arizona

Rights  Cumulative.  Except  as expressly provided in this Agreement, all rights
and remedies of each of the parties under this Agreement will be cumulative, and
the exercise of one or more rights or remedies will not preclude the exercise of
any  other  right  or  remedy  available under this Agreement or applicable law.
Further  Actions.  Seller  and Buyer will execute and deliver to the other, from
time  to time at or after the Closing, for no additional consideration and at no
additional cost to the requesting party, such further assignments, certificates,
instruments,  records,  or  other  documents,  assurances  or  things  as may be
reasonably  necessary  to  give  full effect to this Agreement and to allow each
party  fully  to enjoy and exercise the rights accorded and acquired by it under
this  Agreement.

Time.  If the last day permitted for the giving of any notice or the performance
of  any  act  required or permitted under this Agreement falls on a day which is
not a Business Day, the time for the giving of such notice or the performance of
such  act  will  be  extended  to  the  next  succeeding  Business  Day.
Late  Payments.  If  either  party  fails  to pay the other any amounts when due
under  this  Agreement,  the amounts due will bear interest from the due date to
the  date  of payment at the annual rate publicly announced from time to time by
Bank  of New York as its "reference rate" (the "Prime Rate") plus two percentage
points  per  annum,  adjusted  as  and  when changes in the Prime Rate are made.
Counterparts.  This  Agreement  may  be  executed in counterparts, each of which
will  be  deemed  an  original.  This  Agreement  may  be  executed by facsimile
signature(s),  which  will  be  deemed  an  original.

Entire  Agreement;  Amendments.  This  Agreement  (including  the  Exhibits  and
Schedules  referred  to  in  this  Agreement,  which  are  incorporated  in  and
constitute  a  part of this Agreement) and the Transaction Documents contain the
entire  agreement  of  the  parties  and  supersede  all  prior  oral or written
agreements  and  understandings  with  respect  to the subject matter hereof and
thereof.  There are no representations, warranties, covenants or agreements made
by  either  party  except  as  expressly  stated herein and in the Schedules and
Transaction  Documents.  This Agreement may not be amended or modified except by
a  writing  signed  by the parties, except in open court as stipulated to by the
parties  and  approved  by  the  Bankruptcy  Court.

Severability.  Any  term  or  provision  of  this  Agreement which is invalid or
unenforceable  will  be  ineffective  to  the  extent  of  such  invalidity  or
unenforceability without rendering invalid or unenforceable the remaining rights
of the Person intended to be benefited by such provision or any other provisions
of  this  Agreement.

Construction.  This  Agreement has been negotiated by Buyer and Seller and their
respective  legal  counsel, and legal or equitable principles that might require
the  construction  of  this Agreement or any provision of this Agreement against
the  party  drafting  this  Agreement  will  not  apply  in  any construction or
interpretation  of  this  Agreement.

Expenses.  Except  as otherwise expressly provided in this Agreement, each party
will  pay  all  of  its expenses, including attorneys' and accountants' fees, in
connection  with  the  negotiation  of  this  Agreement,  the performance of its
obligations  and  the  consummation  of  the  transactions  contemplated by this
Agreement.

Risk  of  Loss.  In the event of any loss or damage to the Assets resulting from
fire, theft, tornado, flood, lightening or any other similar casualty (excluding
reasonable  wear  and  tear)  prior to the Closing Date, which loss or damage is
sufficiently  substantial  so  as  to  preclude and prevent resumption of normal
operations  of  any  material  portion  of  the  Systems  or  the replacement or
restoration  of  the lost or damaged property within 45 days from the occurrence
of  the  event  resulting in such loss or damage, Seller will immediately notify
Buyer  in  writing of its inability to resume normal operations or to replace or
restore  the  lost  or  damaged  Assets,  as  well  as  the likely amount of any
insurance  coverage  for such loss or damage.  Buyer, at any time within 30 days
after  receipt  of  such notice, may elect by written notice to Seller to either
(a) waive such loss or damage and proceed toward consummation of the transaction
in  accordance  with  terms of this Agreement (including all other conditions to
Buyer's  obligations  set  forth in Sections 8.1 and 8.2), or (b) terminate this
Agreement.  If  Buyer  elects  to  so terminate this Agreement, Buyer and Seller
will  stand  fully  released and discharged of any and all obligations hereunder
(except  for  obligations  intended  to  survive hereunder), and Buyer's deposit
shall  be refunded.  If Buyer elects to consummate the transactions contemplated
by this Agreement notwithstanding such loss or damage and does so, all insurance
proceeds paid or payable as a result of the occurrence of the event resulting in
such  loss or damage will be delivered by Seller to Buyer, or the rights thereto
will  be  assigned  by Seller to Buyer if not yet paid over to Seller, and Buyer
will have no further recourse against Seller with respect to such loss or damage
arising  out  of  or in connection with any representation or warranty of Seller
hereunder.
                            [Signature Page Follows]

<PAGE>
The  parties  have  executed  this  Agreement as of the day and year first above
written.

SELLER:

EAGLE  WEST  COMMUNICATIONS,  INC.
By/s/  Paul  D.  H.  La  Barre
---------------------------------
Paul  D.  H.  LaBarre
Chief  Executive  Officer  and
President,  Eagle  West  Communications,  Inc.

BUYER:

Telecommunications  Products,  Inc.,

By  /s/  Robert  C.  Russell
------------------------------------
Robert  Russell
Chief  Executive  Officer
Telecommunications  Products,  Inc.