Exhibit
      10.37

     

    CONFIDENTIAL
      TREATMENT REQUESTED - EDITED COPY

     

    
 

    
      	**** Certain confidential
              information contained in this document has been omitted and filed
              separately with the Securities and Exchange Commission pursuant to
              Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].


    

     

    


     

    DIRECTV,
      INC.

     

    2005
      HOME SERVICES PROVIDER AGREEMENT

    


    This
      Home
      Services Provider Agreement (including all Exhibits and Schedules hereto, this
      "Agreement") is entered into this first (1st)
      day of
      June, 2005 (the “Effective Date”), between DIRECTV,
      Inc.,
      a
      California corporation ("DIRECTV"), and 180
      Connect, Inc. d/b/a/ Ironwood Communications, Inc.
      ("Contractor"). DIRECTV and Contractor may also be collectively referred to
      herein as the “Parties.”

    


    


    R
      E C I T A L S

    


    A. DIRECTV
      is a provider of direct broadcast satellite (“DBS”) services to consumers which
      include video, audio, data and other programming delivered via specialized
      satellite receiving equipment.

    


    B. DIRECTV
      is also engaged in the business of selling digital satellite system equipment
      consisting of a satellite antenna (including the LNB) and an integrated
      receiver/decoder (including a remote control therefor) (“DIRECTV System”), which
      is compatible and fully operable with DIRECTV’s DBS services.

    


    C. DIRECTV
      and Contractor entered into that certain Sales Agency Agreement, as amended
      from
      time to time (the “Sales Agency Agreement”), whereby Contractor became and
      continues to act as a commissioned sales agent of DIRECTV in connection with
      DIRECTV’s DBS services. 

    


    D. In
      addition, Contractor is engaged in the business of installing, servicing and
      maintaining various consumer electronic products, including satellite
      systems.

    


    E. On
      December 29, 2000, DIRECTV engaged Contractor to perform installation and
      service work with respect to the DIRECTV System (including any associated
      products DIRECTV and Contractor agree that Contractor shall install) sold and
      rented by DIRECTV and to perform other services pursuant to the specific terms
      of that Home Services Provider Agreement dated December 29, 2000 (the “Original
      Agreement”).

    


    F. The
      Original Agreement has been amended as well as wholly replaced from time to
      time
      by the Parties, the last replacement date being March
      29th,
      2003
      (the
“2003 HSP Agreement”). The Parties desire that the current 2003 HSP Agreement be
      terminated pursuant to the terms and conditions hereunder and be replaced with
      this 2005 Home Services Provider Agreement (the “Agreement”) as of the Effective
      Date; provided, however, that all covenants, conditions, rights and obligations
      of both DIRECTV and Contractor which, by their terms or nature extend beyond
      the
      termination or expiration of the 2003 HSP Agreement, shall survive its
      termination until fully performed.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the
      parties hereto agree as follows:

     

    
      
        
          ****
            Certain confidential information contained in this document has been
            omitted and
            filed separately with the Securities and Exchange Commission pursuant
            to Rule
            24b-2 of the Securities Exchange Act of 1934, as amended. Omissions are
            designated as  [****].

        

      

      
         

        
          

        

      

      
         

      

    

     

    A
      G R E E M E N T

    


    
      	 	
              1.

            	
              Appointment
                of Contractor.
                

            


    

    


    a. Authority.
      DIRECTV
      hereby engages Contractor to provide services in the installation and
      maintenance of DIRECTV System Hardware (the “Services,” or “Fulfillment
      Services” when referring specifically to initial customer installation services
      only) as defined herein and as identified in Exhibit
      1.a.i.
      attached
      hereto for DIRECTV customers located in areas specified in Exhibit
      1.a.ii.
      attached
      hereto, which services shall be performed in accordance with this Agreement
      and
      a Work Order (as defined below) issued by DIRECTV in connection therewith.
      Additional installation and/or maintenance services for DIRECTV-related
      products, other products (each such service an “Additional Services”), shall be
      individually defined in a separate Statement of Work, the rates for such
      Additional Services included, and shall be attached hereto and incorporated
      herein as Exhibit
      1.a.iii.
      Throughout the Term, this Agreement may be amended by mutual agreement of the
      parties to include further Additional Services and such Additional Services
      shall be provided by Contractor pursuant to the terms and conditions as shall
      be
      set forth herein (Additional Services shall be referred to as “Services”
throughout this Agreement). For purposes of this Agreement, a “Work Order” shall
      mean an individual order issued by DIRECTV for each Service, or series of
      Services. Each Work Order shall be subject to the terms of this Agreement and
      the requirements of each applicable Statement of Work attachment.

    


    b. Limitation.
      Nothing
      herein shall be construed to grant Contractor any right or authority to sell,
      solicit or take orders for DIRECTV’s DBS service, or otherwise act as a sales
      agent or an agent of DIRECTV, or sell or rent a DIRECTV System either on its
      own
      behalf or on behalf of DIRECTV.

    


    c. Commencement
      of Work
      Notwithstanding any other provision herein, Contractor may perform Services
      only
      upon: (i) receipt of a written or electronic Work Order from DIRECTV or its
      authorized agent; (ii) receipt of the DIRECTV System specifically identified
      by
      DIRECTV for the DIRECTV customer, or notification that the DIRECTV customer
      has
      received the DIRECTV System; (iii) coordination by Contractor directly with
      the
      DIRECTV customer for the earliest convenient time to perform the applicable
      Services in connection with the DIRECTV System and agreed upon hardware and
      antenna placement (subsequent to the scheduling of the appointment window by
      DIRECTV); and (iv) confirmation by Contractor to DIRECTV of receipt of the
      Work
      Order and scheduled time for provision of applicable Services. Under no
      circumstances, however, shall Contractor delay the provision of any Services
      hereunder, or the scheduling of such Services appointment, for the convenience
      of Contractor and/or its employees or agents. Initial appointment coordination
      by Contractor with the DIRECTV customer shall also be used by Contractor to
      identify any potential line of sight, landlord/tenant or other issues such
      that
      the technician shall be provided with all necessary equipment or DIRECTV forms
      in order to be able to properly complete the Work Order. Furthermore and in
      accordance with the Statement of Work and the Policies and Procedures, as
      defined in Section 2.f., Contractor shall, on the morning of the scheduled
      appointment, contact each applicable DIRECTV customer with a reminder telephone
      call regarding the time of the scheduled appointment.

    


    d. Work
      Orders.
      Contractor shall perform and provide the Services hereunder in accordance with
      this Agreement, the applicable Work Order issued by DIRECTV or its authorized
      agent and the applicable Statement of Work(s)as set forth in Exhibit
      1.a.iii.

    


    e. Reservation
      of Rights.
      Contractor expressly acknowledges and agrees that all rights in and to the
      satellite transmission of DIRECTV’s DBS services, the DIRECTV System and the
      renting, sale, installation and maintenance of the DIRECTV System are reserved
      to DIRECTV and nothing in this Agreement shall be deemed to restrict in any
      manner the right or ability of DIRECTV to distribute its DBS services or the
      DIRECTV System itself or through other parties, or provide any Services to
      DIRECTV customers itself or through any other party.

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
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    f. Allocations.
      Execution of this Agreement does not constitute or guarantee that any Work
      Order(s) will be issued by DIRECTV or its authorized agent. DIRECTV may allocate
      any Work Orders described hereunder among its agents, retailers and others
      in
      any manner it may choose. Notwithstanding anything in this Agreement or the
      attached exhibits to the contrary, Contractor acknowledges that this Agreement
      is non-exclusive and that Contractor is not guaranteed any minimum number of
      installations or maintenance or other Service Calls on a per-DMA basis or
      otherwise.

    


    g. No
      Separate Business.
      This
      Agreement does not authorize Contractor to operate any business or provide
      Services to others for its own account and is merely a contract for Services
      to
      be provided to, and on behalf of, DIRECTV as ordered by DIRECTV. Contractor
      is
      not required to pay any fees to DIRECTV to perform hereunder, although fees
      payable by DIRECTV to Contractor pursuant to its performance hereunder may
      be
      subject to offsets or recoupments as is more specifically set forth in section
      4
      of this Agreement. Contractor acknowledges and agrees that DIRECTV customers
      are
      customers of DIRECTV, not Contractor.

    


    2. Contractor
      Administrative Responsibilities.

    


    a. Connectivity.
      

    


    (i) Scheduling/Management
      System.
      Contractor agrees that it will, at Contractor’s expense, acquire, install and
      maintain on-line access to DIRECTV's technician scheduling and management
      systems as shall be identified by DIRECTV, necessary to establish and maintain
      such on-line access for purposes of inputting and receiving Work Orders and
      other information from DIRECTV, as soon as possible but in no event later than
      fourteen (14) days after DIRECTV makes such connectivity available to
      Contractor. Notwithstanding the foregoing, DIRECTV shall make available to
      Contractor a certain number of (i) seat Licenses, including any annual
      maintenance fee (each an individual “seat license”), and (ii) licenses for the
      use of any approved handheld, web-based device, (together, the “Scheduling
      Software”) for the dispatching, and receipt of, Work Orders to Contractor
      personnel in the field in order to perform the Services as set forth within
      this
      Agreement; provided, however, that the seat licenses may be deployed without
      the
      deployment and application of any handheld devices, at the sole discretion
      of
      DIRECTV. All costs related to the purchase of any handheld device shall be
      the
      responsibility of Contractor. This initial allocation of Scheduling Software
      by
      DIRECTV to Contractor shall be based on Contractor’s current pro-rata share of
      the overall DIRECTV customer base, as is measured by DIRECTV within the rough
      geographical boundaries of Contractor’s appointed DMA(s); provided, however,
      that DIRECTV, in its sole discretion, shall provide no less than that amount
      of
      Scheduling Software as is reasonably required to manage the dispatching of
      Contractor personnel for the performance of the Services hereunder as of the
      effective date of this Agreement. Should Contractor, at any point during the
      Term, request additional Scheduling Software in order to efficiently perform
      the
      Services hereunder Contractor shall purchase (or reimburse DIRECTV), at its
      sole
      cost and expense, such additional (or replacement) Scheduling Software through
      DIRECTV. This provision for additional Software shall govern any such Contractor
      request should DIRECTV select any successor system at any point during the
      Term.
      Contractor agrees that it will comply with the requirements and instructions
      provided by CSG, Siebel or successor vendor and/or DIRECTV in accordance with
      the use and implementation of such licenses, software, hardware and equipment
      provided in connection with Contractor’s use of the DIRECTV-selected System (or
      successor system). Contractor shall also be responsible for all “air-time”
charges (including both voice and data) incurred through the use of the handheld
      devices, if any. DIRECTV shall retain title to all hardware or equipment
      provided by it to Contractor, if any (other than that hardware, if any,
      Contractor elects to purchase); and Contractor shall promptly return such
      hardware or equipment to DIRECTV upon DIRECTV’s written request. The scheduled
      rollout of the provision of Scheduling Software to Contractor, shall be
      determined by DIRECTV. Contractor agrees that it will promptly report the
      resolution of each Work Order placed by DIRECTV through the system in accordance
      with this Agreement and those guidelines and procedures established by DIRECTV
      from time to time. Contractor acknowledges and agrees that failing to promptly
      and properly report the resolution of each Work Order placed by DIRECTV pursuant
      to the established business rules and/or policies and procedures shall delay
      or
      prevent DIRECTV’s ability to credit Contractor with the completion of such
      Services and Contractor shall not earn Fees for any particular Work Order until
      properly closed. Contractor shall require that each technician, including any
      Approved Subcontractor, has the ability to communicate in real-time with
      Contractor’s applicable dispatch office (two-way radio, cell phone, etc.) while
      performing the Services hereunder. 

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
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    (ii) Internet/E-Mail.
      Contractor shall establish and maintain an Internet electronic mail address
      (a)
      for purposes of business-to-business communication between DIRECTV and
      Contractor and (b) to properly perform the obligations hereunder. If DIRECTV
      reasonably determines that Contractor’s receipt and/or transmission of data via
      email as it relates to this Agreement is hindered as a result of Contractor’s
      utilization of a particular internet service provider (“ISP”) (i.e., ISP file
      size restrictions, unreasonable traffic load, etc.), Contractor shall be
      required, within ten (10) days of such notification from DIRECTV, to retain
      a
      mutually agreeable ISP in order for Contractor to perform its obligations
      hereunder. 

    


    b. Office
      Space.
      Contractor shall provide at its own expense, all office space and supplies,
      office overhead (such as telephone, copier and facsimile expense), labor,
      skills, tools and other equipment and personnel necessary for it to perform
      the
      Services in a timely manner. Contractor shall conspicuously display an approved
      sign at each office reflecting a logo designated by DIRECTV (in conformance
      with
      the DIRECTV Trademark and Style Guide, as defined in paragraph 21, below).
      Contractor shall staff each office with trained personnel and Contractor shall
      be available to perform the Services as requested by DIRECTV in accordance
      with
      the terms of this Agreement

    


    c. Personnel;
      Vehicles; Uniforms.
      See
Exhibit
      2.c. 

    


    d. Books,
      Records and Inspections.
      During
      the term of this Agreement and for a period of three (3) years thereafter,
      Contractor agrees that it will keep accurate and complete books and records
      regarding its performance of its obligations under this Agreement (including
      but
      not limited to all original customer-signed forms such as the Customer
      Installation Satisfaction Checklists for each Work Order performed, all DIRECTV
      Lease Addendum documents, if any, property damage and bodily injury reports,
      police reports, Landlord approval forms, DIRECTV System Hardware Bill of Lading
      documents and documentation verifying employee background checks) and will
      make
      such books and records available by fax or by physical inspection, or such
      other
      means as DIRECTV requests, as soon as is reasonably possible upon DIRECTV’s
      request. Throughout the Term, Contractor shall file all DIRECTV customer
      records, including customer agreements and Work Orders, by date of Services
      performed and provided, or as otherwise directed by DIRECTV. During the term
      of
      this Agreement, as well as any extension thereof, and for a period of three
      (3)
      years thereafter, Contractor shall make its offices available at any time during
      business hours so that DIRECTV may inspect and otherwise audit the way in which
      Contractor is performing the Services both at Contractor's offices/warehouses
      and on customers’ premises as well as to inspect the manner in which DIRECTV
      System hardware is being secured. Such audits by DIRECTV shall include completed
      Work Orders as well as work in progress. In addition, Contractor shall keep
      accurate and complete financial records related to this Agreement. All such
      records and all accounting systems with respect thereto shall be made available
      for inspection and review by DIRECTV or its representatives upon reasonable
      notice to Contractor during normal business hours throughout the Term of this
      Agreement.
      In the
      alternative, if Contractor conducts annual audits and can produce audited
      financial records along with an independent auditor’s opinion, DIRECTV-access to
      such audit results shall be sufficient. Financial
      records provided shall be maintained in accordance with generally accepted
      accounting principles. Contractor shall fully cooperate with DIRECTV in such
      inspection and audit. 

    


    e. Communications
      Contact.
      Contractor agrees that it will have reasonably adequate representatives
      available at all times, seven (7) days a week (8 am to 6 pm local time), for
      communication with DIRECTV and DIRECTV customers, including administrative
      personnel to coordinate with DIRECTV personnel regarding completion of the
      scheduling of the Services hereunder. Specifically, Contractor shall provide
      a
      1-800 (toll-free) (or local, as applicable) number that the DIRECTV Customer
      Service Department may provide to DIRECTV customers who have a specific question
      or problem related to such Customer’s installation or installation appointment
      attached to a Work Order provided by DIRECTV to Contractor. Contractor shall
      be
      obligated to reasonably staff to answer such incoming calls as set forth above.
      Attached as Exhibit
      2.e.
      is a
      list of persons whom DIRECTV may call outside of the required business hours
      to
      coordinate the provision of Services. Contractor will promptly provide an
      updated list to DIRECTV whenever the list of persons changes for any reason.
      The
      designated contact person(s) shall be available on a 24-hour-per-day
      7-day-per-week basis.

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
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    f. Policies
      and Procedures.
      In
      addition to the terms and conditions set forth herein and in each Work Order,
      Contractor agrees that it will comply with all DIRECTV service guidelines and
      policies and procedures as reasonably determined by DIRECTV (the “Policies and
      Procedures”) furnished to Contractor, which Policies and Procedures may be
      amended by DIRECTV from time to time in its reasonable discretion. Such Policies
      and Procedures are hereby incorporated into this Agreement by this reference.
      Contractor will ensure that the Policies and Procedures are quickly disseminated
      to all Contractor personnel, including Approved Subcontractors, performing
      the
      Services. 

    


    g. Representations
      and Warranties.
      Contractor shall not make any warranties or representations regarding DIRECTV’s
      programming services or DIRECTV System that are inconsistent with or more
      extensive than the warranties and representations provided by DIRECTV, and/or
      the DIRECTV System manufacturers. In no event shall Contractor offer any DIRECTV
      customer a Contractor-provided service or maintenance plan with respect to
      the
      DIRECTV system unless DIRECTV has previously approved, in writing, such an
      offer
      by Contractor.

    


    3. Contractor
      Installation and Service Responsibilities.
      See Exhibit
      3.

    


    4. Fees
      Payable by DIRECTV.
      

    


    a. Services.
      In full
      consideration for Contractor’s provision of the Services hereunder, DIRECTV
      agrees to pay Contractor for such Services as described below.

    


    (i) Fulfillment
      Services.
      For
      certain Fulfillment Services provided by Contractor, Contractor shall be
      entitled to receive payment as set forth in Exhibit
      4.a.(i)
      (“Rate
      Matrix”) for proper and successful completion of the applicable Work Order.


    


    (ii) Service
      Calls.
      For the
      maintenance/Service Calls provided by Contractor to DIRECTV, Contractor shall
      be
      entitled to receive payment as set forth in Exhibit
      4.a.(ii)
      ("Service Call Payments").

    


    b. Credits;
      Refunds.
      Notwithstanding anything to the contrary contained herein, Contractor shall
      not
      be entitled to any payment for Fulfillment Services not completed for any
      reason, including a cancellation by the DIRECTV customer at the door. In
      addition, DIRECTV shall have the right to offset from the amounts owed to
      Contractor hereunder or any other agreement between the Parties, or recoup
      from,
      or charge back directly to, Contractor, at its option, any amount owed by
      Contractor to DIRECTV hereunder, including, but not limited to, any amounts
      received by Contractor to which it is not entitled hereunder, any payments
      made
      to Contractor in error and any cost that DIRECTV incurs or amount that DIRECTV
      credits, refunds or pays to a DIRECTV customer or any other third party arising
      out of the Services provided by Contractor hereunder. If the amount owed by
      DIRECTV to Contractor for a given month is not sufficient to cover the amount
      owed to DIRECTV by Contractor for such month, Contractor shall pay the
      difference to DIRECTV within thirty (30) days following its receipt of an
      invoice from DIRECTV.

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
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    5. Invoicing
      and Payment; Disputed Payment Resolution.

    


    a. General.
      All
      installation, maintenance and Service Calls not included in the payments process
      as defined below shall be considered disputed payments ("Disputed Payments")
      and
      shall be submitted by Contractor and paid by DIRECTV as set forth
      herein.

    


    b. Payments.
      The
      payments process shall apply only to installation and services included in
      the
      Rate Matrix attached hereto as Exhibit
      4.a.(i)
      and
Exhibit
      4.a.(ii)“Service
      Call Payments,” both of which may be amended by DIRECTV in its reasonable
      discretion. DIRECTV shall pay Contractor on or before thirty (30) days after
      the
      end of the applicable DIRECTV Accounting Period (i.e., the last day of a given
      calendar month), provided, however, that no payment shall be considered to
      be
      due and payable until the Services in connection therewith have been performed
      and completed by Contractor in accordance with this Agreement. Notwithstanding
      the foregoing, the Hardware Reimbursement Fee shall be paid weekly by DIRECTV
      for those new receivers, specifically containing the access cards previously
      shipped to Contractor for the fulfillment of Work Orders hereunder, that
      activated during the prior reporting period. In the event of a deployment of
      a
      new receiver that does not activate at the time of installation by Contractor,
      exceptions to the activation requirement where payment shall still be due is
      set
      forth in the P&P. The parties acknowledge and agree that all other DIRECTV
      System Components to be reimbursed for by DIRECTV shall be reimbursed in the
      aggregate within Contractor’s monthly Fulfillment Payment (i.e., the Fulfillment
      rates take into account Contractor’s cost of consumed refurbished receivers,
      ODUs and LNBs for the particular Work Order type). In no event shall DIRECTV
      reimburse Contractor for the purchase of any refurbished receiver. 

    


    c. Disputed
      Payment Resolution.
      Contractor shall have sixty (60) days from receipt of payment to request a
      reconciliation of DIRECTV’s payment to Contractor. All payments disputed by
      Contractor must be made in writing as prescribed hereunder and/or in the
      established Policies and Procedures. With respect to any disputes concerning
      Contractor’s provision of the Services which are not reflected in DIRECTV’s
      system and consequently not paid by DIRECTV, the dispute form/template must
      be
      submitted as prescribed by DIRECTV and/or in the Policies and Procedures. All
      disputed payments must be supported by adequate written descriptions and
      supporting documents. Upon such request, DIRECTV shall have forty-five (45)
      days
      from its receipt of notice of a disputed payment to investigate Contractor’s
      claim and to respond to Contractor. In the event that DIRECTV maintains records
      needed by Contractor in order to resolve a dispute, DIRECTV shall provide such
      documentation to Contractor once at no cost to Contractor. Disputes not
      submitted in accordance with the process herein shall not be considered by
      DIRECTV. DIRECTV shall act in good faith and deal fairly with Contractor in
      reviewing any reconciliation requests submitted by Contractor. DIRECTV’s
      decision regarding a reconciliation request shall be final and
      determinative.

    


    d. Overpayments.
      Immediately upon discovery by Contractor, or as a result of DIRECTV’s audit in
      accordance with Section 2(d) above, of any overpayment, Contractor shall notify
      DIRECTV, as applicable, and shall return the excess amount to DIRECTV as soon
      as
      reasonably possible, but in no event longer than ten (10) days after discovery,
      or DIRECTV, at its option, may withhold payment of monies due to Contractor
      until such time as any overpayment has been rectified.

    


    6. Subcontractors;
      Liens.
      

    


    a. Payment
      for Services.
      Except
      as otherwise requested in writing by DIRECTV, Contractor shall not collect
      any
      fees, payments or otherwise from DIRECTV customers in connection with the
      Services provided and performed in accordance with this Agreement.

    


    b. Liens.
      In no
      event shall Contractor (a) file, or threaten to file, a lien or a claim against
      a DIRECTV customer; (b) encumber in any way the property of a DIRECTV customer;
      or (c) in any way seek to secure payment from said DIRECTV customer in
      connection with Contractor’s provision of Services hereunder, except as
      otherwise permitted by DIRECTV. In the event of any dispute with DIRECTV related
      to the Services provided hereunder, Contractor agrees that it shall seek
      recourse only against DIRECTV and Contractor agrees to promptly pay and
      discharge any liens, claims or charges filed by or on the behalf of any of
      its
      laborers, Approved Subcontractor(s), material suppliers or any other third
      party
      whom Contractor has engaged related to the provision of the Services hereunder.
      DIRECTV shall have the right to obtain injunctive relief in order to prevent
      Contractor from breaching its obligations (or to obtain specific performance
      to
      compel Contractor to perform its obligations) pursuant to this
      Section.

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
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    7. Term.
      The
      term (the “Term”) of this Agreement shall be effective as of the date written
      above and shall continue for four (4) years (the "Effective Date"). The Term
      will automatically renew thereafter for additional, individual one-year periods
      (each such year a “Renewal Term”), unless either Contractor or DIRECTV gives
      written notice of termination at least ninety (90) days in advance of expiration
      of the then-current Term. The Agreement shall also be terminable for "cause"
      as
      set forth herein.

    


    8. Early
      Termination.
      

    


    a. Without
      Cause.
      Either
      party may terminate this Agreement for any reason by giving the other party
      no
      less than one hundred and eighty (180) days prior written notice.

    


    b. With
      Cause.
      Except
      as stated in Section 8(c) below, in the event that either Party breaches its
      duties or obligations hereunder, which breach is not cured within thirty (30)
      days after written notice is given by the non-breaching party to the breaching
      party specifying the breach in reasonable detail, this Agreement may be
      terminated by the non-breaching party immediately upon giving written notice
      to
      the breaching party. 

    
       

    

    c. Noncurable
      Breaches.
      In the
      event Contractor commits a noncurable material breach of this Agreement, then,
      notwithstanding Section 8(b) above, DIRECTV shall have the option to terminate
      this Agreement immediately upon written notice to Contractor without an
      opportunity to cure, with no further liability to Contractor. A particular
      noncurable material breach may be deemed to have occurred, by way of example,
      and not as any limitation, where Contractor or any employee, agent or affiliate:
      

    


    (i) has
      misrepresented the prices, terms, or conditions upon which the manufacturer’s
      warranty, extended warranty, installation services or other products,
      promotions, or services are being offered by DIRECTV;

    


    (ii) has
      engaged in signal piracy or theft of satellite signals;

    


    (iii) has
      engaged in or attempted to engage in the sale and distribution of, or otherwise
      has used, modified access cards;

    


    (iv) has
      engaged in or attempted to engage in documentable “bait-and-switch” conversion
      tactics for services which compete with DIRECTV programming services;

    


    (v) has
      induced or attempted to induce a DIRECTV customer to switch to a service which
      competes with DIRECTV’s programming service;

    


    (vi) has
      received a notice of violation of the terms or conditions of any license or
      permit required in the conduct of its business and has failed to correct such
      violation within the time period specified in such notice;

    


    (vii) has
      knowingly submitted a request for a payment, including any bonus payment, where
      one is not properly payable;

    


    (vii) has
      failed at any time to comply with and maintain the insurance requirements set
      forth in this Agreement;

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
          7

          
            

          

        

        
           

        

      

    

     

    (viii) has
      installed or attempted to install, or failed to immediately inform DIRECTV
      of, a
      residential programming package at a commercial customer location;

    


    (ix) has
      changed or attempted to change identification numbers on customer accounts
      to
      falsely obtain any kind of payment; 

    


    (x) has
      breached the obligations regarding the use of DIRECTV Confidential Information
      as described in Section 23 below, including, but not limited to, deploying
      a
      third party vendor with access to DIRECTV Confidential Information prior to
      such
      third party being approved in writing by DIRECTV;

    


    (xi) has
      breached its obligation to quality inspect those installations related to
      Fulfillment Services as set forth in Section 3.b.(viii) more than once in any
      twelve (12) month period during the Term; or

    


    (xii)
       has
      breached its obligations as set forth in Section 10 of this
      Agreement.

    


    9. Effects
      of Termination.
      

    


    a. Upon
      termination, suspension, or expiration of this Agreement, all rights and
      obligations of either party hereunder shall cease without further liability,
      effective as of the date of termination, suspension or expiration, unless
      otherwise stated in this Agreement and except with respect to liabilities
      arising prior to termination of this Agreement. Contractor agrees, and agrees
      to
      cause its employees, agents and Approved Subcontractors, to return to DIRECTV
      within ten (10) days after termination of this Agreement all materials (and
      all
      copies thereof) relating to DIRECTV, including, but not limited to, any and
      all
      price and specification catalogues, all administrative manuals, all sales
      literature, and any and all other such materials. Upon termination of this
      Agreement, Contractor agrees that Contractor, its employees, agents and Approved
      Subcontractors immediately shall discontinue the use of any service mark or
      trademark covered by this Agreement, as well as the use of any other items
      involving DIRECTV's name, such as signs, stationery, logos, or business cards,
      and Contractor will not represent itself in any fashion as a contractor, an
      agent or representative of DIRECTV. Upon termination, suspension or expiration
      of this Agreement, Contractor agrees that it and each of its employees, agents
      and Approved Subcontractors will promptly return all DIRECTV owned property
      in
      their possession to DIRECTV by any delivery means reasonably requested by
      DIRECTV, with the cost of returning such property to be at DIRECTV’s expense.
      Because of the difficulty in establishing the improper use of Customer
      Information and other DIRECTV Confidential Information, as defined below,
      Contractor agrees that for a period of two years after termination, it shall
      not, on behalf of any other provider of multi-channel video service or on its
      own behalf, solicit any DIRECTV customer for whom Contractor provided Services
      in accordance with the terms of this Agreement.

    


    b. If
      the
      termination hereof is due to Contractor’s material breach, DIRECTV may elect to
      terminate the DIRECTV Sales Agency Agreement, if any exists between the parties,
      at its sole discretion.

    


    10. Exclusivity.
      Due to
      the fact that Contractor will have access to Customer Information and other
      DIRECTV Confidential Information as defined below, during the term of this
      Agreement, Contractor agrees that neither it, nor its parent entities,
      subsidiaries or affiliates, shall perform installations or Services for any
      other provider or distributor of products/services which compete with DIRECTV’s
      programming services or any other DIRECTV product or service, except as
      otherwise permitted by DIRECTV. This includes, but is not limited to the
      distribution of television programming via DTH, MMDS or any and all other
      technologies and media now existing or hereafter developed. Notwithstanding
      the
      foregoing, this Section shall not prohibit Contractor from performing
      traditional cable television or telephone installation, maintenance and service
      work; provided, however, that Contractor shall use its best efforts to designate
      its employees as either DIRECTV service providers or a provider of all other
      non-DIRECTV-related services, if any (in other words, a Contractor employee
      trained to provide Services pursuant to this Agreement shall not also provide
      services, on behalf of Contractor, for a cable company or a provider of
      telephony services).

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
          8

          
            

          

        

        
           

        

      

    

     

    11. Other
      Products.
      From
      time to time, DIRECTV may offer to Contractor the opportunity to market/promote
      additional products or services to the DIRECTV Customer while Contractor is
      performing the Services within the Customer’s residence (The DIRECTV Protection
      Plan, for example). In the event that Contractor elects to act as one of
      DIRECTV's representatives as it relates to such products or services, the terms
      of such arrangement shall be set forth in Exhibit11, hereto. 

    


    12. Defaults
      and Remedies.
      In the
      event Contractor is in anticipatory breach of this Agreement or has failed
      to
      comply with any material term or provision of this Agreement, DIRECTV shall
      have
      the right at its option to (a) perform or cause to be performed any one or
      more
      of Contractor’s obligations, in which case, DIRECTV shall be entitled to obtain
      from Contractor or deduct from any amount payable to Contractor, an amount
      equal
      to any increased cost incurred by DIRECTV in performing or obtaining the
      performance of Contractor’s obligations hereunder; (b) terminate this Agreement
      in accordance with Section 8; or (c) pursue any other remedy available under
      applicable law. 

     

    13. Conformance
      to All Laws.
      DIRECTV
      and Contractor shall comply with all applicable federal, state, county and
      municipal laws, codes, rules, regulations in the performance of its obligations
      under this Agreement, including but not limited to, in the case of Contractor,
      obtaining all of the necessary licenses and permits required of Contractor
      by
      the municipality and state in which the work is being performed and complying
      with the Occupational Safety and Health Act.

    


    14. Taxes.
      

    


    a. Contractor
      Taxes.
      All taxes that may be levied on Contractor for services provided under this
      Agreement or otherwise shall be the sole responsibility of Contractor, including
      all applicable taxes on payments made by DIRECTV to Contractor pursuant to
      this
      Agreement.

    


    b. Contesting
      of Taxes.
      Contractor shall not contest the levying or assessment of any tax for which
      DIRECTV or DIRECTV customers are responsible for payment related to the services
      provided hereunder without DIRECTV's prior written consent.

    


    15. Insurance.
      From
      and after the date of this Agreement:

    


    a. Coverage.
      Contractor shall obtain and maintain insurance, as provided by a licensed
      insurer with a Best’s rating of A- VIII or better, with coverage and limits as
      follows:

    


    (i) Contractor
      shall carry a policy (or policies) of Workers Compensation Insurance covering
      Contractor’s employees in each jurisdiction in which Contractor is performing
      work pursuant to this Agreement. Each such policy shall be on a form approved
      for use in each state in which work is being performed and shall provide, at
      a
      minimum, statutory Workers’ Compensation coverage and Employer’s Liability
      Insurance at limits of not less than $500,000.00 per employee per accident
      for
      Bodily Injury by Accident, $500,000.00 per employee per occupational disease
      and
      $500,000.00 for all occupational diseases. If Contractor shall be performing
      work pursuant to this Agreement in a state known as a “Monopolistic” state, or
      if Contractor has qualified in any state as a self-insurer, the Employers’
Liability coverage for that state may be attached either to another Workers’
Compensation policy or to the Commercial General Liability coverage.


    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
          9

          
            

          

        

        
           

        

      

    

     

    (ii) Commercial
      General Liability Insurance covering Operations and Premises Liability;
      Independent Contractors; Completed Operations; Product Liability; Contractual
      Liability; Personal Injury; Property Damage caused by explosion, collapse and
      underground damage; and Broad-Form Property Damage. The limits of such liability
      insurance shall be no less than $1,000,000.00 per occurrence.

    


    (iii) Comprehensive
      Automobile Liability Insurance covering all owned, hired and non-owned vehicles,
      including the loading or unloading thereof, with limits of no less than
      $1,000,000.00 combined single limit for bodily injury and/or property
      damage.

    


    (iv) All
      Risk
      Commercial Property Insurance issued on a replacement cost basis, in an amount
      sufficient to cover all DIRECTV-owned property in the care, custody, and control
      of Contractor, if any. The policy must name DIRECTV as the loss payee.


    


    (v) Umbrella
      or Excess Liability Insurance covering the items set forth in (i) (insofar
      as it
      relates to Employer’s Liability Insurance), (ii) and (iii) above with a policy
      limit of not less than $5,000,000.00. 

    


    b. Companies.
      All
      such insurance shall be carried in companies reasonably satisfactory to DIRECTV
      and licensed to do business in the jurisdiction where the obligations of
      Contractor under this Agreement are to be performed, and the liability policies
      shall be primary coverage and shall name DIRECTV, its subsidiaries, employees
      and affiliates as additional insureds.

    


    c. Commencement
      of Work.
      Contractor shall likewise not allow any subcontractor to commence work until
      subcontractor has obtained the same insurance coverage required of Contractor
      hereunder; provided, however, that subcontractors shall not be required to
      carry
      umbrella or blanket insurance policies. 

    


    d. Cancellation.
      Each
      policy shall provide that it will not be canceled, non-renewed or materially
      amended except after thirty (30) days advance written notice to DIRECTV, mailed
      to the address indicated herein, and the policy, policy endorsements or
      certificates of insurance shall so state.

    


    e. Evidence
      of Insurance.
      Contractor shall provide certificates evidencing coverage as listed above prior
      to commencement of work, and at every annual renewal of the policies, for the
      duration of this Agreement. All certificates shall name DIRECTV as an additional
      insured as respects commercial general liability, automobile liability, and
      umbrella or excess liability insurance. Endorsements to the policies naming
      DIRECTV as additional insured will be provided by Contractor upon request.
      Contractor will endeavor to obtain waivers of subrogation in favor of DIRECTV
      from its insurers.

    


    16. Amendment.
      DIRECTV
      retains the right to change (i) both the Rate Matrix and Service Call Payments
      schedule pursuant to Section 5.b., above, (ii) the Performance Standards as
      set
      forth in Exhibit 3.e.(v), and (iii) zip codes associated with the DMAs or
      partial DMAs listed in Exhibit
      1.a.ii.,
      from
      time to time in its reasonable discretion, as its business needs dictate,
      provided that reasonable, prior written notice shall be provided to Contractor.
      Subject to the exclusions set forth in the previous sentence, this Agreement
      may
      only be modified or supplemented by written agreement by both parties.
      Modifications include, but are not limited to, changes to Contractor’s business
      entity, including name, ownership and/or legal organizational
      formation/structure.

    


    17. Assignment.
      As this
      is an agreement for personal services, Contractor may not assign its rights
      and
      obligations under this Agreement without the written consent of DIRECTV. Any
      purported assignment by Contractor to a third party in violation of this Section
      shall be void effective as of the date the attempted assignment was made, and
      DIRECTV shall have the right immediately to terminate this Agreement upon notice
      of such attempted assignment without consent. DIRECTV, in its sole discretion,
      may assign its rights and obligations under this Agreement at any time for
      any
      purpose.

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
          10

          
            

          

        

        
           

        

      

    

     

    18. Indemnification.
      Contractor shall indemnify, defend and hold DIRECTV, its affiliate, subsidiary
      and parent entities and each of their respective directors, officers, employees,
      agents, assigns and successors harmless from any and all costs, expenses,
      liability, claims, judgments, lawsuits and demands (including attorneys' fees)
      arising out of (a) the performance, breach or alleged breach by Contractor
      of
      its obligations, warranties, representations or covenants under this Agreement;
      (b) the negligence or other wrongdoing, in whole or in part, on the part of
      any
      employee, agent, servant, subcontractor, or representative of Contractor in
      connection with the performance of its obligations under this Agreement; (c)
      the
      termination, disturbance, interruption or other interference with services
      of
      any type of utility or other public or private facility damaged, harmed or
      disturbed, or caused to be disturbed, by Contractor and any of its agents,
      servants, employees, subcontractors or representatives; (d) any acts or
      omissions of Contractor which would cause the independent contractor status
      as
      provided in Section 19 to be breached; and (e) any acts or omissions of any
      Approved Subcontractor. This Section shall survive the termination or expiration
      of this Agreement. DIRECTV shall indemnify, defend and hold Contractor, its
      officers, directors, employees, agents and affiliates harmless of and from
      any
      and all costs, expenses, liability, claims, judgments, lawsuits and demands
      (including attorneys' fees) arising out of (a) the performance or breach by
      DIRECTV of its obligations under this Agreement; or (b) the active negligence
      or
      other wrongdoing on the part of any employee, agent, servant or representative
      of DIRECTV in connection with the performance of its obligations under this
      Agreement. 

     

    19. Independent
      Contractor.
      Contractor is an independent contractor authorized during the term hereof to
      perform and provide Services to DIRECTV. Except as otherwise expressly provided
      herein, Contractor shall have full control over the methods, techniques,
      sequences, and procedures of the Services to be provided hereunder. This
      Agreement is intended to create an independent contractor relationship between
      the parties for purposes of federal, state and local law, including the Internal
      Revenue Code of 1986, as amended. Without limitation, Contractor agrees to
      provide DIRECTV with a completed “Request for Taxpayer Identification Number and
      Certification” in which the applicable taxpayer identification number is
      identified. Because Contractor and Contractor’s employees and subcontractors are
      not employees, franchisees, agents or otherwise of DIRECTV, Contractor and
      its
      employees and subcontractors are not entitled to any benefits to which DIRECTV
      employees may be entitled under DIRECTV policies or as otherwise required by
      law, including workers’ compensation or unemployment compensation benefits.
      DIRECTV will not withhold any taxes from any amounts payable to Contractor
      under
      this Agreement and will not make any FICA or other contributions on behalf
      of or
      for the benefit of Contractor, its employees and subcontractors. Contractor
      will
      be solely responsible for the payment of all state, federal and local taxes
      on
      amounts payable to Contractor under this Agreement. Contractor shall indemnify
      DIRECTV for any claims relating to such payments. 

    


    20. Employee
      Hiring Limitation.
      DIRECTV
      and Contractor agree that they will not intentionally solicit or hire the other
      party’s employee(s) in any capacity for twelve (12) months from the date an
      employee terminates employment with DIRECTV or Contractor, unless otherwise
      mutually agreed upon in writing by DIRECTV and Contractor.

    


    21. Service
      Marks and Trademarks.
      DIRECTV
      hereby grants, and Contractor hereby accepts, the non-exclusive right to use
      the
      service marks or trademarks of DIRECTV (the “DIRECTV Marks”) solely in
      connection with the provision of Services during the Term. Contractor agrees
      that (i) it shall use the DIRECTV Marks solely in connection with the provision
      of Services during the Term, and in accordance with all of the terms and
      conditions set forth herein, (ii) the DIRECTV Marks shall be exhibited and
      displayed in the exact form provided by DIRECTV, (iii) it shall not make or
      permit the making of any copies of the DIRECTV Marks, in whole or in part except
      as reasonably required for the purposes herein specified, (iv) it shall not
      have
      the right to authorize others, with the exception of Contractor’s affiliates,
      subsidiaries and agents, to use the DIRECTV Marks (and then only subject to
      the
      restrictions set forth herein), (v) its use of the DIRECTV Marks shall include
      all standard proprietary notices prescribed by DIRECTV, if any, and (vi) its
      use
      of the DIRECTV Marks shall conform to quality standards which are provided
      by
      DIRECTV. All right, title and interest in and to the DIRECTV Marks, including
      all associated goodwill shall remain vested in DIRECTV subject to the rights
      of
      use granted in this Agreement. Contractor will not use any service marks or
      trademarks of DIRECTV (“DIRECTV Marks”) or of any network or programmer included
      in the DIRECTV programming services, without the specific prior written consent
      of DIRECTV. Any unauthorized use of such marks by Contractor, or any use not
      in
      compliance with any rules or procedures regarding the use of such marks, shall
      constitute an infringement of the rights of DIRECTV or of its network suppliers.
      Contractor shall be authorized to use the DIRECTV Marks in accordance with
      the
      terms hereof and in accordance with the terms of the trademark and logo
      guidelines provided by DIRECTV (the “DIRECTV Trademark and Style Guide”).
      Notwithstanding any provision of this Agreement, Contractor’s rights in the
      DIRECTV Marks shall be limited to those rights set forth here. Contractor shall
      indemnify and hold DIRECTV harmless from and against any and all costs, expenses
      (including reasonable attorneys’ fees) and liabilities resulting from a breach
      of this Section. A breach of this Section shall be deemed a material breach
      of
      this Agreement.

    
       

      
        
          
            ****
              Certain confidential information contained in this document has been
              omitted and
              filed separately with the Securities and Exchange Commission pursuant
              to Rule
              24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
              are
              designated as  [****].

          

        

        
          11

          
            

          

        

        
           

        

      

    

     

    22. Notices.
      All
      notices required hereunder shall be in writing and shall be deemed given when
      personally delivered, when telecopied (with confirmation receipt) if also sent
      via U.S. first class mail, upon delivery by an overnight courier service, or
      upon the date of receipt when sent by certified mail, return receipt requested,
      to the following address or to such other address a party may hereafter
      designate in writing:

     

    
      	
            	If
              to DIRECTV:	
              DIRECTV,
                Inc.

            


    

    


    Vice
      President, Field Operations

    8085
      South Chester, Suite 300

    Englewood,
      CO 80112

    
      


      
        	
              	with
                copies to: 	
                1)
                  Senior Vice President, Field
                  Operations

              


      

    

      

    DIRECTV,
      Inc. 

    8085
      South Chester, Suite 300

    Englewood,
      CO 80112

    Fax:
      (303) 712-4976

     

    2)
      Assistant General Counsel

    DIRECTV,
      Inc.

    8085
      South Chester, Suite 300

    Englewood,
      Colorado 80112   

    Fax:
      (310) 964-4883

    Fax:
      (303) 712-4947

     

    If
      to
      Contractor: SEE
      EXHIBIT 2.e.

     

    23. Proprietary
      Information and Confidentiality.

    


    a. Definition.
      Contractor, its employees, agents and Approved Subcontractors, in carrying
      out
      their duties, will have access to certain trade secrets, marketing data,
      Customer Information as well as certain knowledge concerning the business
      affairs of DIRECTV, including the terms of this Agreement (collectively "DIRECTV
      Confidential Information"). 

    
      
         

        
          
            
              ****
                Certain confidential information contained in this document has been
                omitted and
                filed separately with the Securities and Exchange Commission pursuant
                to Rule
                24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                are
                designated as  [****].

            

          

          
            12

            
              

            

          

          
             

          

        

      

       

    

    b. Restricted
      Use.
      Neither
      Contractor, its employees, agents nor Approved Subcontractors may use any
      DIRECTV Confidential Information for any reason whatsoever (other than to
      perform this Agreement), including, but not limited to, for its own benefit
      or
      for the benefit of a third party or to interfere, or cause interference with
      DIRECTV and DIRECTV’s customers. Contractor shall ensure that DIRECTV
      Confidential Information is protected with at least the same degree of care
      Contractor uses to protect its own information of like nature, but no less
      than
      a reasonable degree of care, taking into account the competitive nature of
      the
      information. Contractor specifically agrees that all materials (and all copies
      thereof) relating to DIRECTV, including, but not limited to, all price and
      specification catalogues, lists of all former and current DIRECTV customers
      or
      prospect lists supplied by DIRECTV or generated by Contractor during the course
      of this Agreement, all administrative manuals, all sales literature, and any
      and
      all other information or data related to DIRECTV’s programming services, are the
      exclusive property of DIRECTV and are to be used by Contractor, its employees,
      agents and subcontractors solely in the performance of their obligations and
      duties as described herein, and that such lists and other data are to be
      returned to DIRECTV immediately upon termination of this Agreement.

    


    c. Confidentiality
      Agreements.
      Contractor agrees that it will require its employees, agents and Approved
      Subcontractors to sign an agreement that protects DIRECTV at least to the same
      degree as set forth in this Section before any activity in support of this
      Agreement is undertaken by such employee, agent or Approved Subcontractor.
      

    


    d. No
      Obligation of Confidentiality.
      For
      purposes of this Section, DIRECTV Confidential Information shall not include
      information: (i) which becomes generally available to the public through no
      wrongful act of Contractor; (ii) is already lawfully in the possession of
      Contractor and not subject to an existing agreement of confidentiality; (iii)
      is
      furnished to Contractor by a third party free from any duty of confidentiality
      to DIRECTV; or (iv) is disclosed pursuant to the binding order of a government
      agency or a court so long as Contractor provides notice to DIRECTV prior to
      any
      such disclosure and uses reasonable efforts to obtain confidential treatment
      for
      the information. 

    


    e. Irreparable
      Damage.
      Contractor acknowledges and agrees that DIRECTV would be irreparably damaged
      if
      Contractor breached any part of this Section and that DIRECTV may take any
      action, including seeking injunctive relief, to prevent Contractor’s prospective
      breach or continuing breach of this Section. 

    


    f. Material
      Consideration.
      Contractor acknowledges and agrees that Contractor's and its employees’, agents’
and subcontractors’ compliance with this confidentiality Section is a material
      consideration to DIRECTV in entering into this Agreement and the relationship
      hereby created.

    


    24. Limitations
      on Damages.
      CONTRACTOR AND DIRECTV AGREE THAT THERE WILL NOT BE ANY LIABILITY TO THE OTHER
      FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    


    25. Miscellaneous
      Provisions. 

    


    a. Reservation
      of Rights.
      All
      rights not specifically granted to Contractor in this Agreement are expressly
      reserved to DIRECTV.

    


    b. Authority
      to Execute.
      Each
      party represents to the other that the person executing this Agreement on such
      party's behalf has the right, power and authority to enter into this Agreement
      and to perform such party's obligations under this Agreement and that such
      execution is binding upon such party.

    
      
         

        
          
            
              ****
                Certain confidential information contained in this document has been
                omitted and
                filed separately with the Securities and Exchange Commission pursuant
                to Rule
                24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                are
                designated as  [****].

            

          

          
            13

            
              

            

          

          
             

          

        

      

       

    

    c. Waiver.
      Any
      failure to insist on the strict performance of any term or condition of this
      Agreement: (i) shall not be deemed a waiver of such term or condition unless
      the
      waiver is reduced to writing and signed by the parties; and (ii) shall not
      act
      as a waiver of the right to insist upon strict performance of that term or
      condition in the future.

    


    d. Integration.
      This
      writing represents the entire agreement and understanding of the Parties with
      respect to the subject matter hereof and supersedes all previous agreements
      with
      respect to the same; it may not be altered or amended, except by an agreement
      in
      writing signed by the Parties. Notwithstanding the foregoing, nothing herein
      shall be construed to supersede or otherwise affect the Parties’ rights and
      obligations under the Sales Agency Agreement between the Parties.

    


    e. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of California, without
      regard to any conflict of law principles.

    


    f. Jurisdiction
      and Venue.
      In the
      event of any legal action involving this Agreement, the parties agree that
      exclusive venue shall be where DIRECTV’s corporate headquarters is located. With
      respect to all disputes under this Agreement, Contractor submits itself to
      the
      exclusive personal jurisdiction of the federal and state courts of the State
      of
      California. 

    


    g. Headings.
      The
      headings of paragraphs in this Agreement are for convenience only; they form
      no
      part of this Agreement and shall not affect its interpretation.

    


    h. No
      Inference Against Author.
      No
      provision of this Agreement shall be interpreted against any party because
      such
      party or its legal representative drafted such provisions.

    


    i. Severability.
      If any
      part of any provision of this Agreement is invalid or unenforceable under
      applicable law, the provision shall be ineffective only to the extent of such
      invalidity or unenforceability without in any way affecting the remaining parts
      of the provision or this Agreement.

    


    j. Binding
      Effect.
      This
      Agreement is binding upon the parties hereto, and their respective executors,
      administrators, heirs, assigns, and successors in interest.

    


    k. Attorney
      Fees.
      In the
      event of any legal dispute between the parties, the prevailing party shall
      be
      entitled to all costs and expenses, including expert witness fees and reasonable
      attorneys' fees, at trial and at any appeal therefrom.

    


    l. Remedies.
      Subject
      to the limitations of Section 24, no remedy conferred by any specific provision
      of this Agreement is intended to be exclusive of any other remedy available
      to
      the parties under this Agreement or at law or in equity, whether by statute,
      rule or otherwise.

    


    m. Defined
      Terms.
      Any
      defined terms used in the Exhibits to this Agreement shall have the meanings
      given to them in this Agreement.

    


    n. Counterpart
      Signatures.
      This
      Agreement may be executed in counterparts, all of which taken together shall
      constitute one and the same instrument. 

    


    o. Survival
      of Terms.
      The
      rights and obligations which, by their terms or nature, extend beyond the
      termination or expiration of this Agreement, shall survive any expiration or
      termination of this Agreement. 

    
      
         

        
          
            
              ****
                Certain confidential information contained in this document has been
                omitted and
                filed separately with the Securities and Exchange Commission pursuant
                to Rule
                24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                are
                designated as  [****].

            

          

          
            14

            
              

            

          

          
             

          

        

      

       

    

    IN
      WITNESS WHEREOF
      the duly
      authorized representatives of the Parties hereto have caused this Agreement
      to
      be executed as of the day and year first written above.

     

     

    
      	
              CONTRACTOR

               

               

              By:
                                                                                                  
                

              Name:

              Title:

            	
              DIRECTV, INC.

               

               

              
                By:
                                                                                                    
                  

                Name:

                Title:
                  Senior Vice President

              

            


    

    
      
         

         

         

        
          
            
              ****
                Certain confidential information contained in this document has been
                omitted and
                filed separately with the Securities and Exchange Commission pursuant
                to Rule
                24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                are
                designated as  [****].

            

          

          
            15

            
              

            

          

          
             

          

        

      

       

    

    EXHIBIT
      1.a.i.

    


    SERVICES/FULFILLMENT
      SERVICES

    


    Fulfillment
      Services 

    


    
      	
              ·

            	
              High
                Power residential installations, including retail sales agents, DIRECTV
                Direct Sales initiatives and fulfillment of other acquisition
                activities

            


    

    
      	
              ·

            	
              Multi-satellite
                residential installations including PARA TODOS, Local into Local
                and High
                Definition

            


    

    
      	·	
              Commercial
                customer installations (upon
                Contractor’s applicable commercial certification by
                DIRECTV)

            


    

    Grade
      1
      -
      Capable of installing up to 4 or 8 IRDs in the same commercial establishment
      using one multiswitch

    Grade
      2
      -
      Capable of installing any number of IRDs in a commercial establishment using
      multiple multiswitches  

    
      
        Grade
          3
          -
          Capable of building a headend in a commercial establishment that receives
          DIRECTV programming, converts it to a standard VHF/UHF channel frequency
          and
          distributes it to a "cable ready" TV set on a standard UHF/VHF distribution
          system.

      

    

    


    Service
      Work

    


    
      	
              ·

            	
              Service
                Calls (including escalated Service Calls from other
                Contractors)

            


    

    
      	
              ·

            	
              Move/transfer
                installations

            


    

    
      	
              ·

            	
              DIRECTV
                System and other equipment pick-ups (disconnected and downgraded
                accounts)

            


    

    
      	
              ·

            	
              Additional
                outlet upgrades

            


    

    
      	
              ·

            	
              Relocates

            


    

    
      	
              ·

            	
              Multi-satellite
                upgrades

            


    

    
      	
              ·

            	
              High
                Definition (“HD”) Antenna
                Installation

            


    

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
              16

              
                

              

            

            
               

            

          

        

         

      

    

    EXHIBIT
      1.a.ii.

    


    FULFILLMENT
      SERVICE DMAS

    (Pursuant
      to Contractor’s Authorization under Section 1(a) of the Agreement)

    


    


    This
      or
      these DMAs or portions of DMAs are assigned to Contractor on a non-exclusive
      basis.
      Work Orders may also be provided to Contractor within zip codes adjacent to,
      but
      not within a DMA listed below. Contractor IS NOT AUTHORIZED TO CONDUCT
      FULFILLMENT OR OTHER SERVICES PURSUANT TO THIS AGREEMENT IN ANY DMAs NOT
      AUTHORIZED BY THIS CONTRACT OR UNLESS DIRECTED IN WRITING BY DIRECTV.


     

    DMA
      Assignment


     


    
      	
              IRONWOOD

            	
              Boise_ID,OR

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Eugene_OR

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Glendive_MT

            	
              Tier
                1

            
	
              IRONWOOD

            	
              IdahoFalls-Pocatello_ID,WY

            	
              Tier
                2

            
	
              IRONWOOD

            	
              LasVegas_NV

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Philadelphia_DE,NJ,PA

            	
              Tier
                2

            
	
              IRONWOOD

            	
              Phoenix_AZ

            	
              Tier
                2

            
	
              IRONWOOD

            	
              Portland,OR_OR,WA

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Reno_CA,NV

            	
              Tier
                2

            
	
              IRONWOOD

            	
              SaltLakeCity_ID,NV,UT,WY

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Seattle-Tacoma_WA

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Spokane_ID,MT,OR,WA

            	
              Tier
                2

            
	
              IRONWOOD

            	
              TwinFalls_ID

            	
              Tier
                2

            
	
              IRONWOOD

            	
              Yakima-Pasco-Richland-Kennewick_OR,WA

            	
              Tier
                2

            
	
              IRONWOOD

            	
              Bend,OR_OR

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Casper-Riverton_WY

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Denver_CO,NE,NV,WY

            	
              Tier
                3

            
	
              IRONWOOD

            	
              KansasCity_KS,MO

            	
              Tier
                4

            
	
              IRONWOOD

            	
              LittleRock-PineBluff_AR

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Medford-KlamathFalls_CA,OR

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Pittsburgh_MD,PA,WV

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Tucson(SierraVista)_AZ

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Wichita-Hutchinson_KS,NE

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Billings_MT,WY

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Cheyenne-Scottsbluff_NE,WY

            	
              Tier
                4

            
	
              IRONWOOD

            	
              ColoradoSprings-Pueblo_CO

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Erie_PA

            	
              Tier
                4

            
	
              IRONWOOD

            	
              GrandJunction-Montrose_CO

            	
              Tier
                4

            
	
              IRONWOOD

            	
              GreatFalls_MT

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Harrisburg-Lancaster-Lebanon-York_PA

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Helena_MT

            	
              Tier
                3

            
	
              IRONWOOD

            	
              Johnstown-Altoona_PA

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Roanoke-Lynchburg_VA,WV

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Butte-Bozeman_MT

            	
              Tier
                4

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              IRONWOOD

            	
              Charlottesville_VA

            	
              Tier
                4

            
	
              IRONWOOD

            	
              FortSmith-Fayetteville-Springdale-Rogers_AR,OK

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Harrisonburg_VA,WV

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Jonesboro_AR

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Joplin-Pittsburg_KS,MO,OK

            	
              Tier
                4

            
	
              IRONWOOD

            	
              Missoula_MT

            	
              Tier
                4

            
	
              IRONWOOD

            	
              SaintJoseph_KS,MO

            	
              Tier
                4

            
	
              IRONWOOD

            	
              HONOLULU_HI

            	
              Tier
                5

            


    

    


    During
      the Term, DIRECTV may elect to offer to Contractor additional Services work
      outside of the DMAs currently listed. Contractor may elect to take on this
      additional work at its sole discretion. In such case, such additional Services
      work shall involve Contractor operating as the primary provider in the
      additional DMA(s) (in such case, a transition of the former primary provider
      will occur simultaneously) or
      Contractor operating as the secondary provider with the primary Services
      provider remaining in the applicable DMA(s). 

    


    If
      Contractor operates as the primary provider in the additional DMA(s), all terms
      and conditions as set forth herein shall apply to the Services provided. If
      Contractor operates as the secondary provider, with the primary Services
      provider remaining in the additional DMA(s), then all terms and conditions
      as
      set forth in the Secondary Provider Agreement by and between Contractor and
      DIRECTV shall apply to such Services provided by Contractor. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
      1.a.iii - Statement of Work

    


    RESIDENTIAL

    


    Standards
      for all Antenna Type Residential Installations

    Customer
      service requirements for all customer interaction

    


    
      	
              1.

            	
              Phoning
                the customer and confirming account information and installation
                times
                within the scheduled timeframe established by
                DIRECTV.

            


    

    
      	
              2.

            	
              Reminder
                phonecall to Customer day of the scheduled
                appointment

            


    

    
      	
              3.

            	
              Arrival
                at customers residence within the designated window of
                time.

            


    

    
      	
              4.

            	
              Completion
                of site survey.

            


    

    
      	
              5.

            	
              Planning
                the installation with the customer (cable routing, antenna location
                and
                connection of devices).

            


    

    
      	
              6.

            	
              Notification
                to customer and Contractor management of any additional (non-standard)
                charges prior to commencement of any
                work.

            


    

    
      	
              7.

            	
              Cleaning
                up any mess made during installation and removing it from the customers
                residence.

            


    

    
      	
              8.

            	
              Activation
                of DIRECTV service with the customer on the
                phone.

            


    

    
      	
              9.

            	
              Customer
                education on system operation and features (min. 20
                minutes).

            


    

    
      	
              10.

            	
              Completion
                of Installation Checklist and obtaining customers signature certifying
                the
                job was completed to their satisfaction
                .

            


    

    
      	
              11.

            	
              Leaving
                your company name and telephone number with the customer enabling
                them to
                contact Contractor directly if there are any problems with the
                installation (business card).

            


    

     

    Standard
      Receiver Hook-Up, Cabling and Antenna Mounting
      Requirements

    


    
      	
              1.

            	
              Routing
                and properly attaching cable following local/NEC codes using RG-6
                cable with a max loop resistance at 100 feet of 2 ohms or
                less.

            


    

    
      	
              2.

            	
              Routing
                cable through one exterior and one interior
                wall.

            


    

    
      	
              3.

            	
              Grounding
                antenna system and cable to meet Local / NEC
                requirements.

            


    

    
      	
              4.

            	
              Installing
                one DIRECTV System IRD.

            


    

    
      	
              5.

            	
              Connection
                to an active telephone line capable of dialing out. There is no additional
                charge to the customer for installation of a phone jack for this
                connection. 

            


    

    
      	
              6.

            	
              Mounting
                of antenna to meet Manufacturers and/or DIRECTV Quality Specifications,
                whichever is more stringent.

            


    

    
      	
              7.

            	
              Aligning
                the antenna for peak signal
                strength.

            


    

    
      	
              8.

            	
              Completion
                of a system test verifying signal strength, access card match and
                telephone connectivity.

            


    

    
      	
              9.

            	
              Connection
                of existing off-air antenna or active cable drop (enabling TV to
                function
                as it had prior to DIRECTV
                installation).

            


    

    
      	
              10.

            	
              Connection
                of co-located devices (VCR, existing surround sound, DVD, video games,
                etc).

            


    

    
      	
              11.

            	
              Cable
                must meet DIRECTV specifications and all exterior connections must
                be
                weather proofed.

            


    

    


    Digital
      Video Recorder (“DVR”) Summary

    


    
      	
              1.

            	
              Optimize
                connection to the dual tuners of the DVR system to the DIRECTV receiver
                using cabling supplied with the DVR system or better. Dual independent
                coaxial cables must be run from the LNB to the receiver’s dual
                inputs.

            


    

    
      	
              2.

            	
              Educate
                the customer with an explanation of the DVR features on DVR capable
                systems and initial steps to use the
                service

            


    

     

    18”x
      20” Antenna/2 or 3 LNB installation

     

    
      	
              1)

            	
              System
                Requirements

            


    

    
      	 	
              a)

            	
              Connection
                of the 110 LNB/Combiner kit when specified or required for a customers
                programming choices

            


    

    
      	 	
              b)

            	
              Proper
                connection of the multi-beam multiswitch, if
                required

            


    

     

    
      	
              2)

            	
              HDTV
                Requirements 

            


    

    
      	 	
              a)

            	
              Optimize
                the connection of the HDTV receiver to the HDTV capable TV or adaptive
                equipment using all cabling supplied with the HDTV
                receiver

            


    

    
      	 	
              b)

            	
              Verification
                of the receipt and quality of the HDTV channels


            


    

    
      	 	
              c)

            	
              Instruction
                to the customer of where the HDTV channels are
                located

            


    

    


    
      	
              3)

            	
              PARA
                TODOS Requirements

            


    

    
      	 	
              a)

            	
              Verification
                of the receipt and quality of the PARA TODOS
                channels

            


    

    
      	 	
              b)

            	
              Instruction
                to the customer of where the PARA TODOS channels are
                located

            


    

    
      	 	
              c)

            	
              Instruction
                on changing the menu language to/from English to
                Spanish

            


    

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    The
      Basic
      DIRECTV residential installation includes the following:

    


    
      	
              1.

            	
              Phoning
                the customer and confirming account information and installation
                times
                within the designated limits established by DIRECTV
                

            


    

    


    
      	
              2.

            	
              A
                reminder phonecall to Customer day of the scheduled appointment and
                arrival at customers residence within the designated window of
                time

            


    

    


    
      	
              3.

            	
              Completion
                of a site survey with customer’s
                permission

            


    

    


    
      	
              4.

            	
              Planning
                the installation with the customer (Cable routing, antenna location,
                connection of devices and discussing future
                options)

            


    

    


    
      	
              5.

            	
              Notification
                to customer and Contractor management of any additional (non-standard)
                charges prior to commencement of any
                work.

            


    

    


    
      	
              6.

            	
              Properly
                mounting and aligning an 18 inch satellite antenna with dual output
                LNB

            


    

    


    
      	
              7.

            	
              Routing
                and properly attaching quality RG6
                Cable

            


    

    


    
      	
              8.

            	
              Cable
                routing through one exterior and one interior
                wall

            


    

    


    
      	
              9.

            	
              Grounding
                to meet Local/ NEC requirements

            


    

    


    
      	
              10.

            	
              Installation
                of one DIRECTV System IRD

            


    

    


    
      	
              11.

            	
              Connection
                to an active telephone line capable of dialing
                out

            


    

    


    
      	
              12.

            	
              Tuning
                the antenna alignment to peak
                performance

            


    

    


    
      	
              13.

            	
              Completion
                of a system test verifying signal strength, access card match and
                telephone connectivity. For signal strength verification, the technician
                shall fine tune the satellite antenna to achieve the maximum signal
                strength available. In all signal testing, the technician shall achieve
                a
                minimum signal level at each IRD of “80” on satellites in the 101o orbital
                slot (Satellite A) using the signal level meter feature of the IRD
                and
                verify and record levels on transponders 2, 5, 16, 17, 29 and 30.
                If a
                MultiSat antenna is used, it will be tuned to achieve a minimum signal
                level of “80” on Satellite A on the transponders previously listed and a
                minimum signal level of “65” on Satellite B transponders 22, 26 and 30. In
                the event that, after using best efforts, Contractor determines these
                minimum signal levels cannot be achieved in optimal weather conditions
                within a specific DMA, Contractor shall inform DIRECTV of this and
                DIRECTV, in its reasonable discretion, may grant a variance from
                the
                minimum standard for that DMA; provided, however, that such variance
                shall
                be in writing and subject to change by
                DIRECTV.

            


    

    


    
      	
              14.

            	
              Connection
                of existing off-air antenna or active cable drop (enabling TV set
                to
                function as it had prior to DIRECTV
                installation)

            


    

    


    
      	
              15.

            	
              Connection
                of co-located devices (VCR, existing surround sound, DVD, video games,
                etc) using the best signal-strength connection components possible
                (i.e.,
                composite, component, DVI, HDMI or other future products)
                

            


    

    


    
      	
              16.

            	
              Cleaning
                up any mess made during installation and removing debris from the
                customers residence

            


    

    


    
      	
              17.

            	
              Activation
                of DIRECTV service with the customer on the
                phone

            


    

    


    
      	
              18.

            	
              Customer
                education on system operation and features (min. 20
                minutes)

            


    

    


    
      	
              19.

            	
              Completion
                of Customer Installation Checklist and obtaining customers signature
                certifying the job was completed to their
                satisfaction

            


    

    


    
      	
              20.

            	
              Leaving
                installation company name and telephone number with the customer
                enabling
                them to contact the installation Contractor directly if there are
                any
                problems with the installation (business
                card)

            


    

    


    In
      no event shall Contractor skip any of the above steps when installing a Customer
      within an MDU structure which has been previously wired for L-band distribution
      of the DIRECTV Service (an “MDU Resident”). All such MDU Residents must receive
      signal from his/her own installed antenna. If an antenna cannot be installed
      for
      any reason, the Work Order is to be cancelled and the MDU Resident is to be
      informed that he/she needs to contact the building manager in order to receive
      information about receiving the DIRECTV Service.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    Advanced
      Products Installation Checklist

     

    
      	 	
              1.

            	
              DVRs
                require continuous phone connections without exception (remote phone
                jacks
                are not compatible with Advanced Products).


            


    

     

    
      	 	
              2.

            	
              For
                all Advanced Product installations or upgrades you will need the
                following: 

            


    

     

    
      	 	
              a.

            	
              F
                fittings 

            


    

     

    
      	 	
              b.

            	
              Single
                RG6 cable 

            


    

     

    
      	 	
              c.

            	
              *
                Dual Line RG6 cable 

            


    

     

    
      	 	
              d.

            	
              *
                Dual Ground Blocks 

            


    

     

    
      	 	
              e.

            	
              Standard
                tools 

            


    

     

    
      	 	
              f.

            	
              Spare
                Dual LNB 

            


    

     

    
      	 	
              3.

            	
              If
                a customer currently has an 18" ODU with a single LNB and they are
                keeping
                the 18" ODU it will have to be upgraded to a dual LNB prior to any
                other
                steps. 

            


    

     

    
      	 	
              4.

            	
              Each
                advanced product requires 2 ports. Each standard receiver requires
                1 port.
                Sum the ports to determine the switch configuration needed. Examples:
                

            


    

     

    
      	 	
              a.

            	
              1
                advanced product and 2 standard receivers = 4 ports
                

            


    

     

    
      	 	
              b.

            	
              2
                advanced products and 1 standard receiver = 5 ports
                

            


    

     

    
      	 	
              5.

            	
              If
                the customer’s equipment will use a 18"
                ODU
                and will require: 

            


    

     

    
      	 	
              a.

            	
              2
                ports
                --- DUAL LNB 

            


    

     

    
      	 	
              b.

            	
              3
                to 4 ports
                --- 2x4 multi-switch 

            


    

     

    
      	 	
              c.

            	
              5
                to 8 ports
                --- 2x8 POWERED
                multi-switch 

            


    

     

    
      	 	
              6.

            	
              If
                the customer’s equipment will use a 18"x20"
                ODU
                and will require: 

            


    

     

    
      	 	
              a.

            	
              2
                ports
                --- Use existing switch 

            


    

     

    
      	 	
              b.

            	
              3
                to 4 ports
                --- Use existing 4x4 switch (if the customer’s existing switch is a 4x2
                switch it will have to upgraded to a 4x4 switch)
                

            


    

     

    
      	 	
              c.

            	
              5
                to 8 ports
                --- 

            


    

     

    
      	 	
              i.

            	
              4
                HFS 2-way splitters (power passive)


            


    

     

    
      	 	
              ii.

            	
              2
                dual ground blocks 

            


    

     

    
      	 	
              iii.

            	
              2
                4x4 multi-switches 

            


    

     

    
      	 	
              iv.

            	
              (if
                the customer’s existing switch is a 4x2 switch it will have to upgraded to
                a 4x4 switch) 

            


    

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               
 

          

        

      

    

    EXHIBIT
      2.c.

    


    PERSONNEL,
      VEHICLES AND UNIFORMS

    


    A. Personnel. With
      respect to any employee or Approved Subcontractor, as defined below, who is
      assigned by Contractor to perform its duties under this Agreement, any part
      of
      which requires entrance by the employee onto property owned or rented by a
      DIRECTV customer, or any other citizen of the community, Contractor warrants
      that such individual is qualified, able and suitable to perform the duties
      assigned in a good, professional and workmanlike manner and with care and
      concern for DIRECTV, DIRECTV’s customers, third parties and any of their
      property, and that they have successfully completed SBCA Certified Installer
      Training (or other DIRECTV-approved training program) and have been otherwise
      properly trained to perform and provide the Services hereunder (Services could
      expand requiring specific DIRECTV training). Specifically, Contractor shall
      only
      allow those employees and Approved Subcontractor technicians who have
      successfully completed the applicable DIRECTV-approved training program to
      perform those Services which require a certain minimum level of training (i.e.,
      Grades 1-3 DIRECTV commercial installation certification). In the event that
      Contractor is considering offering employment to an individual then currently
      employed by another installation and service contractor of DIRECTV, Contractor
      shall inform DIRECTV of this decision prior to any offer of employment being
      made. Throughout the Term, Contractor shall maintain an accurate database
      setting forth the skill sets and training programs completed by each of its
      technicians and such data shall be subject to independent review by DIRECTV
      pursuant to Section 2.d of the Agreement. In addition, Contractor hereby agrees
      to include a reasonable background check and drug screen on potential employees
      within its standard hiring/operating policies with respect to those individuals
      whose employment shall include performing the Services. Specifically, Contractor
      shall ensure that:

    


    (i)such
      individual has been required to take a drug test for those controlled substances
      as dictated by Contractor and the results of the test were negative prior to
      the
      offering of employment; and

    


    (ii)a
      criminal background check was performed on such individual and the check
      revealed no convictions for felonies or other information which would indicate
      that the individual is a danger to DIRECTV, its customers, third parties or
      any
      of their property. 

    


    B.Subcontractors.
      In no
      event shall Contractor appoint or allow any third party or subcontractor (each
      a
“Subcontractor) to perform and provide any Services prior to (i) that
      Subcontractor representing and warranting that it performs a reasonable
      background check and drug screen of its technicians, (ii) that Subcontractor
      receiving and successfully completing SBCA Certified Installer Training (or
      other DIRECTV-approved training program) for each applicable technician, as
      determined by DIRECTV in its sole discretion and (iii) receiving an approval
      from DIRECTV (each an “Approved Subcontractor”), which approval may or may not
      be granted in DIRECTV’s discretion; provided, however, that in any DMA in which
      Contractor is authorized to perform the Services, Contractor shall not permit
      Approved Subcontractors to perform more than [****]
      of
      Contractor’s aggregate Work Orders in any particular DMA in any given accounting
      month during the Term, without the prior written approval of DIRECTV. In the
      event Contractor engages or otherwise utilizes Approved Subcontractor(s) in
      the
      performance of Services as set forth herein, Contractor shall cause such
      Approved Subcontractor(s) to comply with and abide by the terms, conditions
      and
      restrictions imposed upon Contractor as set forth in this Agreement, including
      all attachments and exhibits related thereto; provided, however, that Contractor
      shall be solely responsible for the methods, techniques, sequences, and
      procedures of the Services to be provided hereunder and the timely completion
      of
      each Work Order performed by such Approved Subcontractor(s), if any; provided,
      further, that the utilization of a Subcontractor may be expressly forbidden
      pursuant to the specific terms of the attached Statement of Work applicable
      to
      the contemplated Service. On a monthly basis, Contractor shall be obligated
      to
      provide to DIRECTV, a written list of a) Approved Subcontractors who actually
      performed Services and b) the aggregate number of each type of Work Order
      performed by each such Approved Subcontractor during the prior month. All
      Approved Subcontractor usage data provided to DIRECTV shall be subject to
      verification by DIRECTV as set forth in paragraph 2.g. In addition, each
      Approved Subcontractor shall be identified in CSG’s Workforce Express, or any
      successor system, such that DIRECTV may at all times determine the labor
      capacity of each such Approved Subcontractor. DIRECTV, in its sole discretion
      and upon notice to Contractor, may terminate the Approved Subcontractor status
      of any such third party or subcontractor and Contractor may not engage or
      otherwise utilize such third party or subcontractor in the performance of
      Services as set forth herein unless and until DIRECTV, in writing, reinstates
      such third party or subcontractor as an Approved Subcontractor, if ever. In
      addition to Approved Subcontractors who shall be performing Services hereunder,
      Contractor may elect to deploy third parties with respect to certain call center
      and/or data management activities. In no event shall any such third party vendor
      have access to any DIRECTV Confidential Information, as defined in Section
      23.a.
      of the Agreement, prior to DIRECTV’s (i) written approval of such third party
      vendor, and (ii) receipt of a fully executed confidentiality agreement,
      including terms and conditions materially consistent with Section 23, by and
      between Contractor and such third party vendor (at which point such third party
      vendor would become an Approved Subcontractor).

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    C. Identification
      Cards.
      Contractor, at its own expense, will provide identification badges to be worn
      by
      personnel, including Approved Subcontractors, engaged in the performance of
      Contractor’s duties under this Agreement. DIRECTV shall provide Contractor with
      a generic ID card template to be used. Such badges will include the name,
      address and telephone number of Contractor, in addition to a photograph and
      the
      name of the individual wearing the badge. The identification badges will be
      displayed by all Contractor personnel at all times while performing the Services
      and shall indicate that the installer is an authorized DIRECTV installer. In
      addition, installers and maintenance personnel will present a professional
      appearance at all times and will wear DIRECTV uniforms, as set forth below.
      Qualifications for performance shall include, but not be limited to,
      customer-relations skills, technical skills and adherence to dress standards.
      Employees shall identify themselves as Contractor's employees, not
      DIRECTV
      employees, in any circumstance where identification is necessary.

     

    D. Vehicles.
      DIRECTV
      requires that no less than eighty percent (80%) of all Work Orders performed
      shall be carried out by technicians driving vehicles meeting DIRECTV’s
      standards. Therefore, Contractor’s aggregate vehicle fleet, including those
      vehicles used by any Approved Subcontractor shall consist of no less than 80%
      of
      new or like-new and damage-free, OSHA-compliant, white
      vans or
      trucks with matching, white truck-bed shell. In addition, while no more than
      twenty percent (20%) of all vehicles, either HSP or Approved Subcontractor
      or
      both, may be a color other than white, each such vehicle shall be new or
      like-new and damage-free, OSHA-compliant vans or trucks. DIRECTV’s specific
      standards as to what shall constitute new or like-new, as well as the trademark
      guidelines, shall be clearly set forth within the DIRECTV vehicle approval
      policy. This 80% minimum number must be reached by August 31, 2005, subject
      to
      the following, minimum ramp-up schedule:

    


    20%
      of
      fleet to be compliant by April 30, 2005

    40%
      of
      fleet to be compliant by May 31, 2005

    60%
      of
      fleet to be compliant by June 30, 2005

    70%
      of
      fleet to be compliant by July 31, 2005

    80%
      of
      fleet to be compliant by August 31, 2005

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    Failure
      by Contractor to meet this fleet requirement shall be considered a material
      breach of this Agreement. Only vehicles owned or leased as
      well as
      insured
      by Contractor, or the Approved Subcontractor, if applicable, will be considered
      for eligibility under the minimum fleet requirement. Contractor shall clearly
      identify all vehicles and other major equipment operating under the authority
      of
      this Agreement with Contractor’s name and phone number as a service provider for
      DIRECTV or such other entity as DIRECTV may reasonably direct. Contractor shall
      display the DIRECTV logo on all vehicles and other major equipment it operates
      under this Agreement in accordance with the terms hereof and in accordance
      with
      the terms of the trademark and logo guidelines provided by DIRECTV. In addition,
      any vehicle used by an Approved Subcontractor that displays the DIRECTV logo
      shall (i) clearly identify the vehicle as a contractor vehicle (including the
      phone number of the Approved Subcontractor), and (ii) only be in the form of
      a
      magnetic decal which shall be removed by the Approved Subcontractor at all
      times
      when such vehicle is not performing services on behalf of DIRECTV. In no event
      shall Contractor place, or allow any Approved Subcontractor to place, any
      DIRECTV markings on any vehicle not meeting the standards as set forth in the
      vehicle approval policy. All vehicles used by Contractor in the performance
      of
      the Services shall be kept clean and shall be maintained in accordance with
      reasonable standards specified by Contractor.

    
      
        
           

        

      

    

    E.
      Uniforms.
      Contractor shall require that all of its technicians, including all Approved
      Subcontractor technicians, performing Services within the residences or
      commercial establishments of DIRECTV customers wear no less than the approved
      DIRECTV shirt and cap while performing the Services. In addition, all
      technicians shall wear DIRECTV-approved pants while performing any Services.
      Such shirts or caps shall be offered to Contractor from DIRECTV, or its agent,
      at DIRECTV’s published prices. All other DIRECTV uniform items (including
      jackets) may be purchased by Contractor from DIRECTV, or its agent, at its
      discretion, but shall not be required attire under this Agreement.
      Notwithstanding the foregoing, Contractor may, on its own, purchase collared,
      uniform shirts from a third party and shall affix a DIRECTV logo/patch, at
      Contractor’s sole cost, in the exact same manner and appearance as is provided
      with the DIRECTV shirts; provided, however, that DIRECTV shall approve such
      shirt prior to implementation by Contractor (DIRECTV’s approval shall be based
      on the proposed shirt’s reasonable similarity to the uniform shirt provided by
      DIRECTV with respect to color and style).

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    EXHIBIT
      2.e.

    


    CONTRACTOR
      CONTACT LIST

    


    Zach
      McGuire 303 209-8928

    Fax
      888 307-7677

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    EXHIBIT
      3.

    


    CONTRACTOR
      INSTALLATION & SERVICE RESPONSIBILITIES


    


    a. General.
      Contractor shall, (i) furnish all necessary materials, labor, tools, and
      equipment required for the successful completion of each Fulfillment Service
      hereunder; (ii) during the course of performing a Fulfillment or Service Work
      Order, avoid the accumulation of excessive, unsightly, or dangerous waste
      material, and shall ensure the orderly removal and disposal thereof; (iii)
      furnish and pay for all required licenses and permits, and post any bonds or
      security required under applicable laws, with respect to all Services performed
      by Contractor; (iv) be solely responsible for the methods, techniques,
      sequences, and procedures of DIRECTV System installation and other Services,
      if
      any, and the timely completion of each Work Order; (v) provide information
      regarding such DIRECTV System installation and other Services, if any, as
      reasonably requested by DIRECTV, in a format reasonably acceptable to DIRECTV;
      and (vi) abide by all local, state and Federal laws, statutes, rules,
      regulations and ordinances including applicable Consumer Protection Acts. In
      all
      of its activities as a representative for DIRECTV, Contractor shall conduct
      itself in a commercially reputable and ethical manner and shall engage in no
      deceptive sales practice or other practice which impugns DIRECTV's reputation
      and goodwill.

     

    (i) Customer
      Ownership.
      In
      performing and providing the Fulfillment Services for DIRECTV customers,
      Contractor shall not obtain any ownership or otherwise any right to such DIRECTV
      customers or customer information related thereto (collectively, the “Customer
      Information”). As between DIRECTV and Contractor, the Parties agree and
      acknowledge that the Customer Information is confidential information of
      DIRECTV, and the use and dissemination of such Customer Information shall be
      subject to Section 23 herein.

    


    (ii) Training.
      Contractor agrees to provide at all times a qualified and fully-trained
      administrative, installation, and service staff. In performing and providing
      the
      Services hereunder, Contractor agrees to develop and implement at its expense
      adequate training programs based on specifications provided by DIRECTV, and
      Contractor shall attend all training programs requested by DIRECTV. In addition,
      DIRECTV, in its sole discretion, may produce and distribute to Contractor,
      certain training materials by video broadcast or in video tape or CD ROM format.
      Such materials shall be made available to all technicians, including Approved
      Subcontractors by Contractor.
      Contractor
      shall provide a “hands on” training facility at each warehouse / plant location
      where eight (8) or more technicians report on a regular basis (daily or weekly).
      “Facility” shall be defined as a permanent, or mobile unit that includes, but is
      not limited to, IRD(s) (including advanced services), ODU(s), television,
      VCR/DVD, wiring diagrams, cable, drop materials, and specific tools used in
      DIRECTV installation and service. Contractor acknowledges and agrees that its
      provision of certain Services shall require the completion of specific training
      programs necessary to perform the tasks as set forth in the applicable Statement
      of Work. Certain training sessions or materials shall require that Contractor
      obtain signatures from each technician that may be scheduled to perform the
      Services addressed in the particular training session. Such proof of receipt
      of
      training via technician signatures shall be subject to audit by DIRECTV.


    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    b.Installation
      and Service Specifications.

    


    (i) Contractor
      agrees that all Services provided by Contractor pursuant to this Agreement
      will
      be performed in a good and workmanlike manner in accordance with this Agreement,
      including the applicable Work Order and the Policies and Procedures. Contractor
      and Approved Subcontractors shall thoroughly study and know the contents of
      such
      Policies and Procedures and shall keep the most current form of such Policies
      and Procedures in their vehicles at all times as a reference source.


    


    (ii) Contractor
      warrants the quality and workmanship of all Services for the first twelve (12)
      months from the date of provision of such Services (unless otherwise set forth
      in the applicable Statement of Work), and shall timely repair or fix any defects
      in the Services provided, or otherwise re-perform the Services during the said
      time period without charge to DIRECTV or the customer.

    


    (iii) In
      the
      event that Contractor materially breaches the obligations in the provision
      of
      the Services hereunder, in addition to the termination and other rights DIRECTV
      may have hereunder, Contractor shall be responsible and liable for all costs
      and
      expenses incurred by DIRECTV in properly providing the Services and inspecting
      Contractor’s work; provided, however, that Contractor shall be solely liable for
      any damage to private or public property resulting in its provision of the
      Services, irrespective of the date on which such damage may manifest itself,
      and
      shall indemnify DIRECTV with respect to any such claims pursuant to section
      18
      hereunder. 

    


    (iv) Contractor
      will obtain appropriate information and required locations with respect to
      the
      location of buried cables and utilities prior to performing any excavation
      or
      underground work and will locate, expose and protect from damage all existing
      underground facilities, including electrical, telephone, water, gas, sewer
      or
      other utilities. All location services must be performed in a timely manner
      to
      enable Contractor to meet the performance standards set forth
      herein.

    


    (v) In
      all
      installations of DIRECTV Systems where the customer has a phone line, whether
      working or not, Contractor shall use the phone line to connect each and every
      DIRECTV IRD in such DIRECTV customer's premises. Contractor shall make every
      effort to have the DIRECTV IRD successfully pass a phone test and receive an
      impulse authorization. 

    


    (vi) Contractor
      shall utilize only those contractual forms/agreements to be signed by DIRECTV
      customers upon installation/activation as prescribed by DIRECTV (the “DIRECTV
      Forms”). No modification to such DIRECTV Forms shall be permitted without
      DIRECTV’s prior written consent. With respect to each Service provided by
      Contractor hereunder, Contractor agrees that it will complete and obtain copies
      of the applicable DIRECTV Forms and will timely process and file the hard copies
      of such DIRECTV forms in accordance with DIRECTV procedures. Contractor shall
      provide the original or a copy of each completed DIRECTV Form to DIRECTV upon
      DIRECTV’s request. 

    


    (vii) Upon
      completion of a Fulfillment Service, Contractor shall remove all of its tools,
      equipment and materials from the area, will leave the area clean and ready
      for
      use and shall restore the area to the same condition as it was prior to the
      performance of the Services.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

        (viii) On
          a
          monthly basis, Contractor shall quality-inspect no less than six percent
          (6%) of
          the Fulfillment Services performed by Contractor and identified by DIRECTV
          during the preceding calendar month and such work shall have a Quality
          Control
          pass rate of at least ninety percent (90%)
          (based
          on the “Quality Control Form” included in the Policies and Procedures as
          provided by DIRECTV). Each inspection must include no less than one quality
          control picture of the DIRECTV System antenna at each inspected project,
          which
          pictures shall be maintained by Contractor in a neat and organized file,
          and
          forwarded to DIRECTV along with Contractor’s inspection reports upon DIRECTV’s
          request. For each inspection, Contractor shall use the form issued by DIRECTV
          as
          the same may be reasonably modified by DIRECTV from time to time. Said
          form,
          along with the name of the technician being inspected and the date of inspection
          shall be filed within Contractor’s applicable field office and available for
          review by DIRECTV. Contractor shall make necessary repairs based on such
          inspection without additional compensation from DIRECTV or the applicable
          DIRECTV customer. Any and all quality inspection of the Services provided
          hereunder shall be performed by an employee of Contractor (supervisor or
          above)
          other than the employee or the individual who actually performed such Services.
          In no event shall an Approved Subcontractor perform any quality inspection
          on
          behalf of Contractor. Any failure by Contractor to perform the minimum
          number of
          inspections as required hereunder(and/or failure to achieve the minimum
          pass
          rate for such work inspected) for two consecutive measuring periods shall
          be
          deemed a material breach of this Agreement.

      

    

    


    (ix)In
      the
      event of a Service Call Work Order requiring the deployment of DIRECTV Hardware,
      Contractor shall be required to use refurbished DIRECTV Hardware as opposed
      to
      new DIRECTV Hardware. It shall be Contractor’s responsibility to manage its
      supply of refurbished DIRECTV Hardware and timely order additional materials
      when needed. Contractor’s use of new DIRECTV Hardware when refurbished DIRECTV
      Hardware is, or should have been, available will subject Contractor to a
      chargeback in each such case where DIRECTV, in its reasonable discretion,
      determines that Contractor could have reasonably prevented the deployment of
      new
      DIRECTV Hardware as opposed to refurbished DIRECTV Hardware.

    


    c. Ancillary
      Work.
      In some
      instances DIRECTV customers, or the recipient of the Services provided
      hereunder, may contract with Contractor to provide ancillary services related
      to
      the Services, but not specifically called for by DIRECTV within the Work Order
      (“Ancillary Work”). For purposes of an example only, such Ancillary Work may
      include the installation or relocation of an off-air antenna, the running of
      additional cable or a sidewalk bore. In the event Contractor agrees to provide
      such Ancillary Work, the actual rates for such services shall be negotiated
      and
      agreed to in writing
      by
      customer and the Contractor prior to the commencement of such Ancillary Work.
      In
      such event, Contractor is operating as an independent contractor and is not
      an
      employee or agent of DIRECTV nor shall DIRECTV be a party to such transaction.
      In no event shall DIRECTV be responsible for the performance of Contractor
      with
      respect to any Ancillary Work nor shall DIRECTV warrant or guarantee the
      performance of Contractor with respect to the Ancillary Work. In performing
      Ancillary Work, Contractor shall provide customer reasonable written
      notification within its contract or work order form that DIRECTV is not the
      party providing the Ancillary Work. Notwithstanding the foregoing, Contractor
      warrants the quality and workmanship of all Ancillary Work for no less than
      first twelve (12) months from the date of provision of such service, and shall
      repair or fix any defects in the Ancillary Work provided, or otherwise
      re-perform the services during the said time period at no additional charge
      to
      the customer. In addition, Contractor agrees to charge the customer no more
      than
      reasonable market rates for the specific services provided (see DIRECTV’s
      recommended rates for Ancillary Work in the P&P, as defined in Section 2.4
      of Exhibit 3.i.) . 

     

    d. Materials.
      Contractor shall provide, at its own expense, all materials necessary to
      complete the Fulfillment Service hereunder (the "Drop Materials"). Exhibit
      3.d.,
      attached hereto and incorporated herein, contains a list of Drop Materials
      that
      Contractor shall possess throughout the Term. 

    


    e. Response
      Times.
      

    


    (i) Scheduling.
      Prior
      to receiving connectivity with DIRECTV’s customer management system, as
      described in Section 2(a) above, Contractor shall have sufficient labor
      available to meet DIRECTV’s response times as set forth below and shall inform
      DIRECTV’s dispatcher weekly of Contractor’s availability on a 90-day rolling
      forecast. After receiving connectivity with DIRECTV’s customer management
      system, Contractor agrees to enter, monitor and maintain a specified amount
      of
      time, seven (7) days a week, for morning appointments and afternoon appointments
      (or that appointment window as dictated by DIRECTV should DIRECTV elect to
      shorten the appointment window) on the scheduling management system for each
      assigned area to Contractor for Fulfillment Service responsibilities, during
      which Contractor will be available to respond to Fulfillment Service Calls
      scheduled in the system (the "Scheduling Quota"). Contractor agrees to maintain
      the Scheduling Quota for thirty (30) days in advance of each day, regardless
      of
      fluctuations due to DIRECTV promotions or otherwise. Contractor shall manage
      the
      Scheduling Quota and its technical personnel work schedules so that certain
      time
      frames, as are determined by DIRECTV, are always available to DIRECTV customers
      for the following:

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    (a) Installation
      Requests (including primary and additional outlet installations, reconnects,
      antenna/outlet relocations and move/transfers): Appointment always available
      within seventy-two (72) hours of DIRECTV’s or DIRECTV customer’s request;


    


    (b) Service
      Call Requests (including all maintenance and repair calls): Appointment always
      available within twenty-four (24) hours of the creation of the applicable
      Service Call Work Order by DIRECTV (or the specific date requested by the
      DIRECTV customer if beyond the next day); and

    


    (c) Equipment
      Retrieval Requests: If applicable, appointment always available
      within
      seventy-two (72) hours of DIRECTV’s or DIRECTV customer’s request.

    


    With
      respect to all scheduling, Contractor shall be required to maintain current,
      valid individual technician information (e.g., name, skill-set, shift, etc.)
      on
      a daily basis.

     

    (ii) Installations.

    


    (a) Contractor
      shall be fully prepared to perform and complete all assigned, scheduled
      Fulfillment Service appointments on the scheduled date and within the scheduled
      appointment window, even if Contractor is unable to confirm such appointment
      with the DIRECTV customer. If a DIRECTV customer is not at the premises at
      the
      time of a scheduled appointment, Contractor shall leave a missed appointment
      door hanger, which shall be provided at Contractor’s sole expense and such door
      hanger shall contain Contractor’s name and phone number and such other
      information as requested by DIRECTV. Such door hanger must be pre-approved
      in
      writing by DIRECTV in accordance with the terms of this Agreement.

    


    (b) In
      the
      event that Contractor is unable to perform and complete all assigned, scheduled
      Fulfillment Service appointments on the scheduled date and within the scheduled
      appointment window, Contractor shall promptly contact the DIRECTV customer
      by
      telephone to notify the DIRECTV customer of the scheduling problem prior
      to
      the
      scheduled appointment time. Contractor shall promptly reschedule the appointment
      at the earliest time convenient to the DIRECTV customer, indicate the
      rescheduled appointment and the reason(s) therefor on its scheduling calendar;
      provided, however, that DIRECTV reserves the right to, upon notice to
      Contractor, immediately reassign such Fulfillment Service Work Order to another
      party in the event that such Work Order was not timely performed due to
      Contractor’s fault. In such case, Contractor shall not receive any compensation
      related to such Service and may, pursuant to Exhibit 3.e.(v), subject Contractor
      to a charge as a result of the missed appointment.

     

    (c) All
      Fulfillment Services shall be completed as scheduled. 

     

    (iii) Maintenance
      and Service Calls.
      All
      maintenance and Service Calls dispatched to Contractor by DIRECTV shall be
      completed as scheduled. In the event that Contractor does not meet the “no later
      than next day” window for Service Calls, DIRECTV shall have the right to
      transfer the Work Order to another party and to charge Contractor for service
      work in the amount incurred by DIRECTV for the transferred Service Call Work
      Order. Contractor shall be required to bring back to specification any
      installation of a DIRECTV System found to be out of specification, regardless
      of
      the original nature of the Service Call.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    (iv) Rescheduling.
      In the
      event DIRECTV customer requests a rescheduling of an appointment through
      Contractor, Contractor shall promptly notify DIRECTV of such request and the
      rescheduled appointment time and date. Contractor shall monitor all rescheduling
      of Work Orders by DIRECTV and shall complete the rescheduled appointment
      pursuant to the terms as set forth herein.

    


    (v) Performance
      Standards; Customer Interviews.
      Contractor shall be required to meet the performance standards (the “Performance
      Standards”) described herein and as set forth in Exhibit
      3.e.(v).
      In
      addition to the specific Performance Standards, DIRECTV shall interview by
      phone
      or other method, any number of newly-installed customers to obtain feedback
      on
      such customer’s overall installation experience as provided by Contractor
      (“Customer Interviews”). Such Customer Interviews will address issues including,
      but not limited to, installation scheduling and performance, technician neatness
      (uniform compliance) and professionalism, DIRECTV Service demonstration by
      the
      Contractor technician, and costs related to Ancillary Work, if any. Contractor,
      at its sole cost, shall be required to provide retraining (as provided by
      DIRECTV) of all Contractor technicians should DIRECTV reasonably believe that
      Contractor’s technicians are performing in a substandard manner with respect to
      any particular process within the overall installation experience. Any
      particular data collected regarding Contractor appointment scheduling shall
      be
      included in the applicable monthly calculations by DIRECTV of the Performance
      Standards. 

    


    f. Equipment
      Retrievals.
      In the
      event that DIRECTV institutes an equipment retrieval program for disconnected
      DIRECTV customers, Contractor shall pick up the DIRECTV System, including the
      access card, from a DIRECTV customer as scheduled or, if dispatched, within
      seventy-two (72) hours of being dispatched by DIRECTV. Contractor agrees that
      upon receipt/retrieval of the specified DIRECTV System and, unless otherwise
      instructed by DIRECTV, Contractor shall either (i) promptly forward the receiver
      and access card to DIRECTV’s hardware reburbisher, or (ii) forward the access
      card(s) for such DIRECTV System to DIRECTV (or DIRECTV’s appointed agent), clean
      the outside of the IRD and repackage it for reissuance to DIRECTV customers,
      and
      follow any other DIRECTV policies and procedures as may be established and
      amended from time to time. Contractor shall be compensated for completed
      equipment retrieval Work Orders pursuant to the terms of Exhibit
      4.a.(i).

    


    g. Education;
      Customer Follow-up.
      Contractor shall, at the time of installation of a DIRECTV System, provide
      each
      DIRECTV customer with adequate customer education, as set forth in Exhibit
      1.a.iii,
      regarding the use and operation of DIRECTV System. During each Service Call,
      Contractor personnel shall provide DIRECTV customers with adequate education
      regarding the nature of the problem leading to the maintenance or other Service
      Call and the resolution of such problem. Such customer education shall include
      no less than Contractor personnel performing each step set forth in the
      Installation Checklist, attached hereto and incorporated herein as Exhibit
      3.g.
      Contractor shall collect from each applicable customer a completed Installation
      Checklist signed by customer and such checklists shall be kept on file at
      Contractor’s applicable office for DIRECTV’s review. In addition, Contractor
      shall outbound phone call or otherwise contact no less than six percent (6%)
      of
      the customers, per DMA, installed or serviced by Contractor each month in order
      to verify the level of performance provided by Contractor’s technicians. DIRECTV
      shall provide to Contractor recommended questions to be posed in such customer
      contacts. Such data shall be subject to audit and review by
      DIRECTV.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    h. Property
      Damage Claims; Other Claims; Injuries.
      Contractor shall notify DIRECTV’s designated contact person in writing within
      twenty-four (24) hours of each known incident in the course of its installations
      or performance of other Services hereunder resulting in property damage or
      some
      other claim. Contractor shall promptly investigate all such incidences and
      reach
      resolution satisfactory to DIRECTV and the DIRECTV customer or other affected
      party as soon as possible upon notice and not later than that time period set
      forth in the Policies and Procedures. During the course of the investigation,
      Contractor shall provide periodic status reports to DIRECTV’s designated contact
      person within the DIRECTV Home Services Damage Claim Department. To the extent
      that Contractor does not comply with this Section 3(h) (or the applicable
      Policies and Procedures) or for whatever other reason DIRECTV deems it necessary
      to take any action to investigate, defend, or resolve any such incidences,
      DIRECTV shall have the right to charge back, invoice or otherwise recoup the
      costs of such investigation, defense and resolution from Contractor pursuant
      to
      the terms of the Damage Claim section of the Policies and Procedures.
      Notwithstanding the foregoing, all allegations of bodily injury, other than
      those covered under Workers Compensation laws, must be immediately reported
      in
      writing to DIRECTV’s designated contact person.

    


    i. DIRECTV
      System Hardware sold to Contractor by DIRECTV. Throughout
      the Term of the Agreement, DIRECTV may require that Contractor purchase DIRECTV
      Hardware or System components such as an ODU and/or LNB from DIRECTV and deliver
      and provide Services for such DIRECTV System Hardware specifically in the
      fulfillment of DIRECTV offers. Such DIRECTV Hardware and/or System components
      purchased by Contractor would then be purchased back by DIRECTV upon the
      deployment by Contractor of the specific material as documented in the
      applicable Work Order. The purchase by Contractor (as well as the re-purchase
      by
      DIRECTV) of DIRECTV System and/or component inventory, including the execution
      and filing of applicable UCC statements shall be performed in accordance with
      the terms and conditions of such arrangement as hereby set forth in Exhibit 3.i. Exhibit
      3.i.
      may be
      amended from time to time by the mutual agreement of the Parties.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    EXHIBIT
      3.d.

    


    DROP
      MATERIALS; TOOLS

    


    REQUIRED
      MATERIALS TO PERFORM EACH WORK ORDER

    (subject
      to change from time to time)

    


    


    See
      the Service Provider Installation Guide (“SPIG”)


    


    


    MINIMUM
      TOOLS REQUIRED
      TO PERFORM EACH WORK ORDER

    


    DIRECTV®
      installer only

    


    Inclinometer
      w/Compass

    Digital
      Volt / ohm Meter

    Satellite
      Signal Strength Meter

    


    


    ADDITIONAL
      TOOLS RECOMMENDED
      TO PERFORM EACH WORK ORDER

    


    Adjustable
      Wrench 10”

    Side
      Cutters

    7/16”
      open end wrench

    pliers

    needle
      nose pliers

    Slot
      Screwdriver set

    Phillip
      Head Screwdriver set

    Wire
      Strippers

    Cable
      Prep Tool Set for RG-56

    Crimp
      Tool to match RG-6 connectors

    RJ-11
      modular Crimp Tool for Telephone 

    Telephone
      Wire Line Tester 

    Torque
      Wrench

    Staple
      gun for phone wire application

    Hack
      Saw

    Hammer,
      Decking, 20 oz. 

    Level,
      Pole type

    Tape
      Measure (30’)

    English
      socket set to 3⁄4” w / ratchet

    Metric
      socket set to 18mm w / ratchet

    Bow
      Saw -
      30” 

    Tree
      Prune w/ Fiberglass Handle 

    Cable
      Caddy

    Drill,
1⁄2”
      electric

    100’
      grounded extension cord

    Drill,
      Cordless, 3/8”

    Drill
      Bit
1⁄4” x 18” Masonry

    Drill
      Bit
1⁄4” x 18” Wood Auger

    Drill
      Bit
      3/8” x 18” Wood Auger

    Drill
      Bit
      3/8” x 18” Masonry

    Drill
      Bit
      5/8” x 18” Wood Auger

    Drill
      Bit
      5/8” x 18” Masonry

    Drill
      Bit
      for masonry anchors (3/16") 

    Fish
      Tape
      and Reel, 100’

    Ladder,
      Fiberglass, House minimum 28’

    Ladder,
      Step 6’

    100’
3/8”
      rope hand line

    Safety
      belt with strap 

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    Post
      hole
      Digger (9’ Scissors)

    Spud
      Bar
      72”

    Round
      Tip
      Shovel

    Trenching
      Shovel

    5
      Gallon
      Pail

    
      
         

        
          
            
              ****
                Certain confidential information contained in this document has been
                omitted and
                filed separately with the Securities and Exchange Commission pursuant
                to Rule
                24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                are
                designated as  [****].

            

          

          
             

            
              

            

          

          
             

          

        

      

       

    

    EXHIBIT
      3.e.(v)

    


    PERFORMANCE
      STANDARDS

    


    The
      performance standards (the “Performance Standards”) listed below are the minimum
      operational standards with which Contractor must comply for all Services
      performed under this Agreement. The Performance Standards listed below do not
      comprise an all-inclusive list. Contractor is responsible for compliance with
      all terms and conditions of this Agreement and DIRECTV’s policies and
      procedures, whether or not contained in this Exhibit
      3.e.(v).
      Performance Standards, other than the customer satisfaction score, shall be
      measured on a per DMA basis and are based upon [****]
      figures
      when measured approximately [****]
      after
      the end of each [****], unless otherwise provided herein. Source systems to
      acquire data for Performance Standards measurement shall include CSG/WorkForce
      Express or other workforce management system, STMS and WRQES audit database.
      

    


    I. INSTALLATION/MOVER
      STANDARDS 

    


    1. Installation
      Work Orders (not including Movers) performed in each [****] measuring period
      shall be “closed” within an average of [****] or less from the creation of the
      applicable Work Order. For the purposes of this Exhibit, “closed” shall mean
      that the specific job related to the Work Order has received final
      resolution within the Work Order management system. This maximum [****] average
      takes into account a built-in “pad” of an average of [****] whereby DIRECTV
      presumes that Contractor would not be in a position to commence any work prior
      to the [****] subsequent to the date of Work Order creation. 

    


    2 Contractor’s
      rate of Installation/Mover No Call/No Show escalations within its reasonable
      control (as determined by DIRECTV) related specifically to the pool of Work
      Orders scheduled during the applicable monthly measuring period shall not exceed
      a rate of [****] of all such Work Orders, within the measuring period.


    


    3. Contractor’s
      rate of rescheduled Work Orders shall not exceed [****] of the overall number
      of
      Work Orders opened during the measuring period.

    


    II. SERVICE
      STANDARDS 

    


    1. 
      Service
      Work Orders performed in each monthly measuring period shall be “closed” within
      an average of [****] days or less from the creation of the applicable Work
      Order. For the purposes of this Exhibit, “closed” shall mean that the specific
      job related to the Work Order has received final
      resolution within the Work Order management system. 

    


    2. Contractor’s
      rate of Service Call No Call/No Show escalations within its reasonable control
      (as determined by DIRECTV) related specifically to all Service Call Work Orders
      scheduled during the applicable measuring period shall not exceed a rate of
      [****] of all such Service Call Work Orders.

    


    3. Service
      Calls within [****] of prior visit: Closed Service Call Work Orders to the
      same
      address opened within [****] of the close date of any prior visit (irrespective
      of whether the prior visit was for an installation, movers, upgrade or service
      call) shall not exceed [****] of the applicable [****] closed Work Order
      volume.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

      

    

    


    III. UPGRADE
      STANDARDS 

    


    1. 
      Upgrade
      Work Orders performed in each [****] measuring period shall be “closed” within
      an average of [****] from the creation of the applicable Work Order. For the
      purposes of this Exhibit, “closed” shall mean that the specific job related to
      the Work Order has received final
      resolution within the Work Order management system. 

    


    2. Contractor’s
      rate of Upgrade No Call/No Show escalations within its reasonable control (as
      determined by DIRECTV) related specifically to all Upgrade Work Orders scheduled
      during the applicable measuring period shall not exceed a rate of [****] of
      all
      such Upgrade Work Orders.

    


    IV. CUSTOMER
      SATISFACTION

    


    1. 
      Contractor shall achieve a [****] blended customer satisfaction score
across
      Contractor’s entire territory,
      based
      on customer interviews conducted by a third party, of no less than
      [****].

    


    For
      each DMA meeting or exceeding both the Performance Standard metrics above,
      as
      well as the additional metrics as set forth in Attachment A hereto, during
      the
      monthly measuring period shall entitle Contractor to specific incentive bonuses
      in accordance with the terms and conditions set forth in Attachment A. Failure
      by Contractor to comply with any one of the above Performance Standards, as
      calculated on a [****]
      basis, FOR [****]
      within a particular DMA shall be deemed a material breach of this Agreement;
      provided, however, that the customer satisfaction score shall not be DMA-based.
      In the case of the customer satisfaction score, failure to achieve the minimum
      score for [****]
      shall be deemed a material breach by Contractor. Contractor shall have thirty
      (30) days from receipt of written notice of such failure to cure its default
      as
      is set forth in section 8.b. of this Agreement (performance, in this case,
      shall
      be measured during the thirty (30) day period following the date of receipt
      of
      such notice). Failure by Contractor to cure its material breach within this
      thirty (30) day period, may result in immediate termination by DIRECTV at its
      sole discretion. Any failure by Contractor to comply with any particular
      Performance Standard (other than the customer satisfaction score) for more
      than
      three (3) months in any twelve (12) month period during the Term within a
      particular DMA shall, upon written notification from DIRECTV, constitutes a
      non-curable material breach, providing DIRECTV with the option to immediately
      terminate this Agreement pursuant to section 8.c. of this Agreement. In either
      event, DIRECTV may, short of termination, elect to remove Contractor from any
      current DMA (both performing and nonperforming) should Contractor be unable
      to
      cure the breach of these performance standards within the allotted cure
      period.

    


    In
      addition, for each individual No Call/No Show escalation that was within
      Contractor’s reasonable control to prevent, as determined by DIRECTV, DIRECTV
      shall charge back Contractor an amount equal to [****]
      as liquidated damages for the missed appointment.

    


    


    * The
      customer satisfaction score
      shall be
      determined by an overall, basic rating by the DIRECTV customer as to the outcome
      of the services (both Fulfillment and Service Calls) provided by Contractor
      (specifically, a rating by the customer of being “not satisfied,” “somewhat
      satisfied” or “very satisfied” with the performance of Contractor as it relates
      to the Services required by the applicable Work Order assigned by DIRECTV to
      Contractor). A passing customer satisfaction score shall equate to no
      less than [****]
      out of
      every [****]
      customers’ acknowledgment of being either “somewhat satisfied” or “very
      satisfied” with Contractor’s performance. Telephone interviews of each such
      customer shall be conducted by DIRECTV or DIRECTV’s authorized agent.


    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

      

    


    EXHIBIT
      3.g.

    


    INSTALLATION
      / SERVICE SATISFACTION CHECKLIST 

     

    Welcome
      to DIRECTV! We want to ensure we meet your service and installation
      expectations. Please take a moment to examine the lists below and place your
      initials in the space provided to indicate that each item has been fulfilled.
      If
      you find an item in the DIRECTV System Education Checklist that has not been
      explained, please prompt the installer to provide a thorough explanation. Enter
      "N/A" (not applicable) for any sections that are not relevant to your
      installation/service call. 

     

    Please
      check one: Installation Service Call 

     

    To
      be
      completed by technician: Job #: Tech ID #

     

    DIRECTV
      Installation / Service Checklist 

    A
      phone representative explained what is included in a Standard Professional
      Installation before the installer arrived 

    The
      installer who completed my installation / service call: Called to confirm my
      appointment the day before the scheduled installation / service call


    Called
      the day of the installation / service call to advise he was en route to my
      home


    Was
      on time (arrived within scheduled appointment window) 

    Had
      neat appearance 

    Had
      proper identification 

    Performed
      a site survey with me, indicating where the satellite dish would be positioned
      

    Explained
      the installation process prior to starting any work 

    Explained
      any additional installation / service call charges before starting work


    Called
      a DIRECTV representative and confirmed that programming was active 

    Explained
      the importance of the telephone hook-up 

    Explained
      that I must maintain a working telephone line connected to all my DIRECTV System
      receivers 

    Ensured
      installation or service area was clean and orderly upon completion of work
      

    Resolved
      all problems related to service call issue 

    Provided
      company name and telephone number to contact if there are any problems with
      the
      installation / service call 

    Left
      a copy of the owner’s manual and showed what it covers 

    


    DIRECTV
      System Education Checklist 

    The
      installer thoroughly explained how to operate my DIRECTV System and remote
      control including how to: 

    1. Turn
      the DIRECTV System, television and VCR (if applicable) on and off using the
      remote control 

    2. Change
      channels on the DIRECTV System and the remote 

    3. Turn
      the volume up and down using the remote control 

    4. Set
      up parental controls ("Locks and Limits") and favorite channels lists


    5. Access
      and navigate the on-screen programming guide and how to check on-screen signal
      strength 

    6. Purchase
      Pay Per View programming with my remote control 

    7. Switch
      between my DIRECTV® programming and off-air antenna/cable channels 

    8. Record
      DIRECTV® programming with my VCR/DVR (if applicable) 

    


    Were
      you satisfied with your installation / service call (please circle one)? YES
      NO
Thank
      you
      for taking the time to complete this checklist. This information is essential
      for DIRECTV to monitor our customers’ installation / service call experience and
      enables us to continually improve the quality of service to our new / existing
      customers. 

     

    I
      request that DIRECTV add its Protection Plan service to my account.


     

    Customer
      Signature: __________________________

     

    I
      hereby
      acknowledge that my (i) DIRECTV System, as ordered, has been installed to my
      satisfaction, and (ii) certified professional installer has thoroughly reviewed
      each item on this checklist to my satisfaction. 

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    
      	
              Customer
                Signature: _______________

            	
              Print
                Name: ____________________

            	
              Date:
                _____________

            


    

     

     

    EXHIBIT
      3.i.

    


    SALE
      OF NEW AND REFURBISHED DIRECTV SYSTEMS AND COMPONENTS TO
      CONTRACTOR

    


     

    
      	
              I.

            	
              THE
                USE OF CONTRACTOR-OWNED DIRECTV SYSTEM
                HARDWARE

            


    

    


    1. SALE
      OF DIRECTV SYSTEMS.

    


    1.1 SALE.
      From time to time during the term of this Agreement, DIRECTV agrees to sell
      to
      Contractor, and Contractor agrees to buy, DIRECTV System components (including
      individual new and refurbished receivers, ODUs and LNBs) (collectively, “DIRECTV
      System Components”), solely for use in connection with DIRECTV customer
      installations and service work as described in Section 5 below, in such quantity
      as is reasonably determined by both Contractor and DIRECTV, through modes of
      transportation as reasonably determined by DIRECTV. As between DIRECTV and
      Contractor, DIRECTV shall be solely responsible and liable for any and all
      costs
      and expenses related to the shipment of all DIRECTV System Components to
      Contractor under this Agreement, subject to the conditions set forth in Section
      2.5 below. Contractor
      hereby agrees that it will only use the DIRECTV System Components purchased
      from
      DIRECTV hereunder for DIRECTV-assigned Work Orders which require the consumption
      of such Contractor-owned DIRECTV System Components and for no other purpose
      whatsoever, including, but not limited to, Contractor’s own sales initiatives,
      if any. 

    


    1.2 TITLE.
      The
      title to each and every DIRECTV System Component sold and shipped to Contractor
      hereunder shall remain with DIRECTV until such DIRECTV System Component is
      delivered to, and accepted by, Contractor or to its consignee. Notwithstanding
      anything to the contrary contained herein, upon receipt of DIRECTV System
      Components, and until such DIRECTV System Components are provided to a DIRECTV
      Customer and accepted by such DIRECTV Customer, Contractor shall remain liable
      for any and all losses, thefts, damages or otherwise (collectively,
“Casualties”) in connection with such DIRECTV System Components and shall
      maintain adequate insurance to protect such DIRECTV System Components from
      and
      against any and all Casualties.

     

    1.3 SECURITY
      INTEREST.
      Contractor hereby agrees to grant to DIRECTV a first priority security interest
      (the "Security Interest") in and to each and every DIRECTV System Component
      purchased, but not yet paid for, by Contractor from DIRECTV for the purposes
      of
      this Exhibit 3.i. during the Term of this Agreement. Promptly upon execution
      of
      this Amendment, Contractor shall execute and file any and all documents
      requested by DIRECTV to perfect DIRECTV's Security Interest in and to such
      DIRECTV System Components pursuant to the terms hereunder, including, but not
      limited to, UCC-1 documents. In addition, Contractor shall not encumber or
      otherwise cause any liens or security interest to be placed on such DIRECTV
      System Components prior to the payment by Contractor of each specific DIRECTV
      System Component.

     

    
      
        
          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    2. PAYMENT
      OF DIRECTV SYSTEMS; REPORTING/RECONCILIATION. 

    


    2.1 INVOICING
      PROCESS.
      DIRECTV
      shall provide an individual invoice (the “DIRECTV System Invoice”) for each
      sales order shipment of DIRECTV System Components sold to Contractor. The
      DIRECTV System Invoice shall be generated on the date of individual shipment.
      Contractor shall have the affirmative duty to inspect each received shipment
      to
      verify actual count and to note any visible physical damage to the shipment.
      Without the timely reporting to DIRECTV of any discrepancy as set forth below
      in
      Section 2.5, DIRECTV shall invoice Contractor based solely on DIRECTV’s copy of
      the advanced shipment notification generated by DIRECTV’s shipping agent
      applicable to such DIRECTV System Invoice.

    


    2.2 INVOICE
      DUE DATE/OFFSETTING.
      The
      DIRECTV System Invoice due date shall be thirty (30) days from the date of
      the
      applicable shipment; provided, however, that in the event that the due date
      is
      extended beyond thirty (30) days, that specific period shall be stated on the
      applicable invoice. The Invoice shall primarily be for notification purposes
      and
      shall state that payment to DIRECTV is not to be effectuated by the actions
      of
      Contractor. Rather, on the due date as set forth on the applicable Invoice,
      DIRECTV shall automatically offset the DIRECTV System Invoice balance against
      any amounts owed by DIRECTV to Contractor under this or any other agreement
      between the parties, including those Fulfillment, Service Call, any incentive
      or
      bonus, hardware reimbursement or sales commission payments (as more fully
      detailed in Section 6, below) then currently due to Contractor from DIRECTV.
      

    


    2.3 HARDWARE
      SHIPPING SCHEDULE/COSTS.
      It is
      the parties’ intent to ship hardware from DIRECTV to Contractor’s plants weekly
      based on DIRECTV’s rolling ninety (90) day consumption forecast specific to the
      region(s) serviced by each of Contractor’s applicable DIRECTV-authorized ship-to
      locations. Upon the receipt of the applicable forecasts, Contractor shall
      determine the amount of hardware desired to cover the intended weekly
      consumption period and shall order those amounts of hardware from DIRECTV
      through DIRECTV’s purchase order (“PO”) process. Upon the receipt of such PO,
      DIRECTV shall issue a corresponding sales order and shall initiate the shipment
      of such sales order. Contractor may, in its reasonable discretion, request
      more
      or less hardware in its weekly PO than as is advised by DIRECTV based upon
      DIRECTV’s rolling forecast and DIRECTV shall ship that requested amount;
      provided, however, that in the event Contractor requests LESS THAN the advised
      amount as communicated by DIRECTV and Contractor then requires an additional
      shipment to cover the unanticipated shortfall (a “Contractor Shortfall Order”),
      Contractor shall be solely responsible for all shipping costs related to that
      specific Contractor Shortfall Order. Those shipping charges to Contractor shall
      reflect DIRECTV’s actual shipping costs related to the specific Contractor
      Shortfall Order. In addition, if Contractor requests delivery of hardware in
      either less-than-full pallet quantities and/or delivery to locations requiring
      a
      liftgate service, DIRECTV, in its sole discretion, may elect to charge
      Contractor an additional handling fee of $1.50 per unit for less-than full
      pallet quantities and $30.00 per pallet requiring liftgate service. In the
      event
      that consumption exceeds DIRECTV’s anticipated forecast on which Contractor
      based its weekly PO of hardware and an expedited shipment is required (a
“DIRECTV Shortfall Order”), DIRECTV shall be solely responsible for all shipping
      costs related to that specific DIRECTV Shortfall Order. In no event shall
      DIRECTV have any obligation to “buy-back” hardware ordered by Contractor as a
      result of a shortfall in the anticipated the forecasted sales volume; provided,
      however, that Section 7 hereunder sets forth those limited scenarios where
      a
      hardware buy-back by DIRECTV may be applicable. 

    


    2.4 HARDWARE
      RECEIPT/RECONCILATION PROCESSES. Contractor
      shall have up to fifteen (15) days from the shipping date of the applicable
      sales order to report back to DIRECTV any discrepancies between its PO and
      the
      shipped amounts pursuant to DIRECTV’s sales order. Such discrepancies would
      include missing units, visible damage and serialization inconsistencies. With
      respect to potentially latent problems with hardware, including DOA receivers
      and inaccurate access card information, such discrepancies shall be reported
      to
      DIRECTV no later than sixty
      (60)
      days
      from the shipping date of the sales order which included the unit in question.
      This reporting process shall follow the terms set forth in the Home Services
      Network Policy and Procedure dated August 21, 2003 (the “P&P”).


    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    2.5 PURCHASE
      OF REFURBISHED RECEIVERS. Certain
      makes and models of used receivers, as identified by DIRECTV, shall be eligible
      to be returned to DIRECTV or its agent for refurbishment. It is the parties’
intention that Contractor shall limit its purchase of refurbished receivers
      containing no access card to that number of receivers previously returned to
      DIRECTV (or its agent) by Contractor for repair or refurbishment. In the event
      that Contractor needs additional refurbished receivers due to events beyond
      the
      reasonable control of Contractor (weather, for example), DIRECTV shall work
      with
      Contractor to provide enough refurbished receivers to address that specific
      event. All DIRECTV System Components to be consumed by Contractor on Work Orders
      generated by DIRECTV, including all refurbished receivers, shall only be
      purchased by Contractor from DIRECTV pursuant to the terms hereunder. In the
      event that DIRECTV is unable to timely provide sufficient DIRECTV System
      Components required by Contractor to timely perform pending Work Orders,
      Contractor may, upon the agreement of the parties, acquire components from
      other
      pre-approved sources; provided, however, that any use of non DIRECTV-provided
      System Components by Contractor in the fulfillment of a Work Order which has
      not
      been pre-approved in writing by DIRECTV shall be deemed a material breach of
      the
      Agreement. 

    


    3. CUSTOMER
      PURCHASE OF DIRECTV SYSTEMS/TITLE TRANSFER.
      DIRECTV
      may from time to time deliver a Work Order to Contractor for a particular
      installation, ordering the purchase of a DIRECTV System Component and
      identifying the particular DIRECTV System Component, DIRECTV Customer his/her
      address, how many DIRECTV System Components will be delivered to him/her, and
      other pertinent information. Contractor shall acknowledge receipt of the Work
      Order and shall thereupon sell to DIRECTV, and DIRECTV shall purchase, the
      designated DIRECTV System(s) at the price (“Purchase Price”) and on the payment
      and other terms and conditions set forth in this Exhibit
      3.i.
      for sale
      by DIRECTV to the DIRECTV Customer. Title to and risk of loss of the DIRECTV
      System Component so purchased shall pass to DIRECTV upon delivery and
      installation of the System at the designated DIRECTV Customer’s location (at
      which time, DIRECTV shall simultaneously transfer title of the System to the
      DIRECTV Customer), in accordance herewith. DIRECTV may cancel the Work Order
      without liability if Contractor fails to timely perform any of its obligations
      hereunder relating thereto. 

    


    4. DIRECTV
      DISCRETION.
      DIRECTV
      may set and change the terms of the sales program that it offers to DIRECTV
      Customers in its sole discretion. DIRECTV makes no guarantee regarding the
      volume of such transactions and nothing herein grants Contractor any exclusivity
      regarding them; provided, however, that DIRECTV shall use its best commercially
      reasonable efforts to offer to sell to Contractor, on a weekly basis, only
      that
      amount of DIRECTV System Components as shall be necessary to fulfill the actual
      number of Work Orders provided to Contractor by DIRECTV, based on DIRECTV’s
      rolling sales forecast. 

     

    5. DIRECTV
      CUSTOMER TRANSACTIONS. If
      the
      customer transaction for a DIRECTV System Component is a sale, Contractor shall,
      on DIRECTV’s behalf, deliver to the DIRECTV Customer all applicable warranty,
      user, and title documents, as DIRECTV may prescribe. DIRECTV may set and change
      the price and other terms of sale in its discretion, and shall bear all risk
      of
      collection. In no event may Contractor collect any money or payments from the
      DIRECTV Customer which are to be payable to DIRECTV, unless DIRECTV otherwise
      requests in writing.

    


    6. HARDWARE
      PURCHASE PRICE. In
      consideration of new receiver purchases only (including any advanced receivers
      such as new HD or DVR receivers) by Contractor under this Exhibit 3.i., DIRECTV
      shall pay to Contractor, as reimbursement, that purchase price (the “Hardware
      Reimbursement Fee”) as set forth in Exhibit 4.A.(i) to the Agreement (“Schedule
      of Rates”), as amended hereunder, for the applicable completed Work Order. For
      administrative purposes, the parties agree that the DIRECTV Hardware
      Reimbursement Fee for any new
      DIRECTV
      System receiver shall be the same amount as is established in the applicable
      invoice for each such new receiver sold by DIRECTV to Contractor as contemplated
      herein. In addition, while the applicable per-unit Hardware Reimbursement Fee
      for new receivers shall remain identical to that specific amount invoiced by
      DIRECTV in the applicable DIRECTV System Invoice, throughout the Term of the
      Agreement, the actual invoiced amount and corresponding, identical Reimbursement
      Fee per unit may, per DIRECTV’s discretion, fluctuate during the Term upon
      notice by DIRECTV to Contractor. 

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    The
      purchase price of the DIRECTV System Components including: 

    


    
      	
            	(i)	
              new
                DIRECTV receivers; 

            


    

    
      	
            	(ii)	
              new
                DIRECTV DVR receivers;

            


    

    
      	
            	(iii)	
              new
                high definition DIRECTV receivers;

            


    

    
      	
            	(iv)	
              refurbished
                receivers;

            


    

    
      	
            	(v)	
              HD
                antennae;

            


    

    
      	
            	(vi)	
              ODUs;
                

            


    

    
      	
            	(vii)	
              LNB;
                and

            


    

    
      	
            	(viii)	
              Individual
                remotes

            


    

    


    purchased
      by Contractor as contemplated herein (the “Purchase Price”) shall be set by
      DIRECTV with DIRECTV providing Contractor approximately thirty (30) days notice
      of any change to the then current per-item pricing. Other Components may be
      added by DIRECTV throughout the term of the Agreement. In the event that a
      price
      change occurs for Components other than receivers and the cost of that Component
      is built into the all-in fulfillment rate established (ODUs, for example),
      modification to the applicable fulfillment rate shall occur twenty-one (21)
      days
      AFTER the modified price for such Component goes into effect.

    


    7.
       HARDWARE
      BUYBACK.
      Under
      limited circumstances, DIRECTV, in its reasonable discretion shall, upon the
      written request of Contractor, buy back certain DIRECTV System Components.
      Such
      buy backs, if any, shall be limited to the following situations:

    


    7.1. OBSOLESCENCE.
      In the
      event that any DIRECTV System Component purchased by Contractor pursuant to
      this
      Exhibit 3.i. becomes immediately
      obsolete
      pursuant to DIRECTV’s written directive and Contractor is prohibited from
      further deployment in the field, DIRECTV shall reimburse Contractor its actual
      cost for each such Component that had been purchased and paid for by Contractor
      that is then returned to DIRECTV (shipping to be paid for by DIRECTV). In the
      event that DIRECTV provides Contractor no less than 120 days to consume all
      soon
      to be obsolete DIRECTV System Components as identified by DIRECTV, however,
      such
      DIRECTV System Components shall not be reimbursed for by DIRECTV if any such
      now-obsolete Component is still on-hand after this 120 day consumption period.
      Extensions to this 120-day consumption period may be granted by DIRECTV in
      writing in the event that the System Component(s) in question could not have
      been reasonably consumed by Contractor based on the volume of applicable Work
      Orders provided by DIRECTV during the 120-day consumption period. Similarly,
      in
      the event of a Component recall by the Component manufacturer whereby DIRECTV
      instructs Contractor to retrieve previously deployed Components (within a unique
      Work Order type), DIRECTV shall replace, at no cost to Contractor, each such
      recalled Component timely returned to DIRECTV per its return procedures on
      a
      one-for-one basis.

    


    7.2. AGREEMENT
      TERMINATION. 
      In the
      event that this Agreement is terminated pursuant to the terms hereunder and,
      as
      of the effective date of termination Contractor maintains an inventory of
      DIRECTV System Components purchased by Contractor pursuant to this Exhibit
      3.i.,
      DIRECTV shall reimburse Contractor its actual cost for each such Component
      that
      had been purchased and paid for by Contractor that is then returned to DIRECTV
      (shipping to be paid for by DIRECTV). DIRECTV shall only reimburse Contractor
      for those returned Components that are new, unopened and may still be deployed
      in the field. 

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    8. TAXES.
      

    


    8.1 PROPERTY
      TAXES.
      In the
      event that Contractor maintains a warehouse in a state where its inventory
      may
      be subject to a property tax and that warehouse is also a DIRECTV-authorized
      ship-to location for the purposes of this Exhibit 3.i., DIRECTV shall, upon
      receipt of a copy of the applicable tax assessment specific to the DIRECTV
      System Components purchased by Contractor hereunder, (i) calculate its estimated
      aggregate number of each of the DIRECTV System Components that reasonably should
      have been on-hand as of the date of the assessment, and (ii), in accordance
      with
      the established property tax on inventory rate for the applicable jurisdiction,
      remit to Contractor that amount equal to DIRECTV’s reasonable calculation of its
      tax responsibility, if any. As of the effective date of this Amendment, the
      only
      states that have a property tax on inventory which may be applicable to this
      paragraph 8 a. include: ARIZONA, GEORGIA, INDIANA, KENTUCKY, MISSISSIPPI, OHIO,
      OKLAHOMA, WEST VIRGINIA and possibly TENNESSEE. 

    


    8.2. SALES
      AND USE TAXES.
      Upon the
      receipt of the properly executed resale certificate(s) from Contractor, DIRECTV
      will consider the transaction a “sale-for-resale” transaction and shall not
      charge Contractor sales tax on the transaction. If at a future date DIRECTV
      buys
      the DIRECTV System Components back from Contractor, the DIRECTV-issued resale
      certificate to Contractor shall make the buy-back of such Components a “sale for
      resale” resulting in no sales tax liability to Contractor on that purchase by
      DIRECTV. At that point in time, DIRECTV shall self-assess the applicable tax
      on
      the sale and shall timely remit to the appropriate taxing authority. Said
      DIRECTV-issued resale certificates shall be provided in conjunction with the
      execution of this First Amendment.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

      

    


    EXHIBIT
      4.a.(i) 

    RATE
      MATRIX

     

    
      Fulfillment
        - Labor/incidental materials

       

    

    
      	
              Installation
                Activities

            	
              Fee

            	
              Comments

            
	
              Standard
                Professional Installation

            	
               [****]

            	
              This
                includes Multi Satellite, Para Todos, Sat C, and all Advanced Products
                (DVR, HD, etc.).

            
	
              Move/Transfer
                Standard Professional Installation

            	
               [****]

            	
              This
                includes Multi Satellite, Para Todos, Sat C, and all Advanced Products
                (DVR, etc.). 

            
	
              Multi
                Sat Upgrade (INCLUDING
                High Definition (“HD”) upgrades)

            	
               [****]

            	
              Rate
                not including HD antenna if applicable.

            
	
              DVR
                Upgrade

            	
               [****]

            	 
	
              Additional
                ODU install

            	
               [****]

            	
              Same
                trip at initial new installation

            
	
              HD/DVR
                Combo Upgrade

            	
              [****]

            	
              Rate
                not including HD antenna if applicable.

            
	
              Relocate
                

            	
               [****]

            	
              Same
                trip; per component, no maximum*

            
	
              Relocate
                

            	
               [****]

            	
              Separate
                trip; *

            
	
              Additional
                Outlets

            	
               [****]

            	
              Same
                trip, per additional outlet - no maximum

            
	
              Additional
                Outlets

            	
               [****]

            	
              Separate
                trip
                *

            
	
              Receiver(s)
                swap during Upgrade

            	
               [****]

            	
              On
                a per-Work Order basis, not a per-receiver basis

            
	
              Equipment
                Retrieval 

              (either
                advanced or non advanced products receivers)

            	
               [****]

            	
              Depending
                on the specific initiative, receivers retrieved per equipment retrieval
                Work Order either belong to DIRECTV and shall be returned to
                DIRECTV/DIRECTV’s agent upon request, or shall become the property of
                Contractor. If the receiver becomes the property of Contractor, unit
                can
                be redeployed by Contractor after bench-testing. Access Card remains
                the
                property of DIRECTV and shall be returned to DIRECTV at DIRECTV’s
                request.

            
	 	
               

            	 
	
              Sat
                C kit install on Upgrade

            	
               [****]

            	
              Labor
                only; hardware is shipped by DIRECTV to customer

            
	
              High
                Definition (“HD”) Antenna Installation

            	
               [****]

            	
              Includes
                all hardware consumed, including antenna and
                mount

            


    

     

     

    Equipment
      Reimbursement/Pricing

    


    
      	
              Equipment

            	
              Price

            	 
	
              18”
                ODU

            	
               [****]

            	 
	
              20”
                ODU

            	
               [****]

            	 
	
              International
                ODU

            	
              [****]

            	 
	
              3x4
                Multiswitch

            	
               [****]

            	 
	
              4x4
                Multiswitch

            	
               [****]

            	 
	
              4x8
                Multiswitch

            	
               [****]

            	 
	
              6x8
                Multiswitch

            	
               [****]

            	 
	
              Standard
                IRD

            	
               [****]

            	 
	
              DVR
                IRD

            	
               [****]

            	 
	
              High
                Definition IRD

            	
               [****]

            	
              Actual
                reimbursement
                rate of [****]
                (includes additional [****]
                for Contractor’s provision of necessary HD component
                cable)

            
	
              High
                Definition/DVR IRD

            	
               [****]

            	 
	
              Refurbished
                Standard IRD

            	
              [****]

            	 
	
              Dual
                LNB

            	
              [****]

            	 
	
              Triple
                LNB

            	
              [****]

            	 


    

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    
      	
              SAT
                C Kit

            	
              [****]

            	 
	
              Non-Amplified
                HD Off Air Antenna

            	
              [****]

            	 
	
              Amplified
                HD Off Air Antenna-GS2VRD

            	
              [****]

            	 
	
              Amplified
                HD Off Air Anetnna-MS2VRD

            	
              [****]

            	 
	
              Basic
                HD Off Air Antenna Mount

            	
              [****]

            	 
	
              Non-Penetrating
                Roof Mount

            	
              [****]

            	 
	
              HD
                Off Air J Pipe Mount

            	
              [****]

            	 
	
              HD
                Off Air Chimney Mount

            	
              [****]

            	 
	
              HD
                Off Air 5’ Mast

            	
              [****]

            	 
	
              HD
                Amplified Off Air Antenna Power Supply

            	
              [****]

            	 


    

    


    
      	
              HSP/AFS
                Commercial Commission Rates - ODU & Multiswitch Paid by Code -
                U.S.

            


    

     

    

      
        	
                Fulfillment
                  - Labor/incidental materials

              	
                HSP/AFS/Regional
                  AFS Commission Rates

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                Non-

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                Pen

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                Plenum

              	
                Roof

              	
                Blended

              
	
                 

              	
                Labor

              	
                Balast

              	
                Cabling

              	
                Mount

              	
                Rate

              
	
                Install/Movers

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Standard
                  Installation

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                Advanced
                  Products Installation (incl. DVR, HD)

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                Additional
                  Outlet (same trip on Installation)

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                2nd
                  ODU Install (same trip)

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Upgrades

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Relocate

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                HD
                  Upgrade

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                DVR
                  Upgrade

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                Additional
                  Outlet Upgrade

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                Additional
                  Outlets, same trip

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                2nd
                  ODU Upgrade (international/72.5)

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                High
                  Definition Antenna Install

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                ODU/

              	
                Multi

              	
                 

              	
                All
                  In

              
	
                 

              	
                Labor

              	
                LNB

              	
                Switch

              	
                IRD

              	
                Rate

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Service
                  Call 

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              	
                [****]

              


      

    

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    
      	
              Fulfillment
                - Labor/Materials: [****] DMA
                ONLY

            


    

     

    
      	
              Installation
                Activities

            	
              Fee

            	
              Comments

            
	
              Standard
                Professional Installation

            	
              [****]

            	
              This
                includes Multi Satellite, Para Todos, Sat C, and all Advanced Products
                (Tivo, Ultimate, HD, etc.).

            
	
              Move/Transfer
                Standard Professional Installation

            	
              [****]

            	
              This
                includes Multi Satellite, Para Todos, Sat C, and all Advanced Products
                (Tivo, Ultimate, etc.). 

            
	
              Multi
                Sat Upgrade (INCLUDING
                High Definition (“HD”) upgrades)

            	
              [****]

            	
              Rate
                not including HD antenna if applicable.

            
	
              DVR
                Upgrade

            	
              [****]

            	 
	
              HD/DVR
                Combo Upgrade

            	
              [****]

            	
              Rate
                not including HD antenna if applicable.

            
	
              Relocate
                

            	
              [****]

            	
              Same
                trip; per component, no maximum

            
	
              Relocate
                

            	
              [****]

            	
              Separate
                trip

            
	
              Additional
                Outlets

            	
               [****]

            	
              Same
                trip, per additional outlet - no maximum

            
	
              Additional
                Outlets

            	
              [****]

            	
              separate
                trip

            
	
              Receiver(s)
                swap during Upgrade

            	
              [****]

            	
              On
                a per-Work Order basis, not a per-receiver basis

            
	
              Equipment
                Retrieval 

              (non
                advanced products receivers)

            	
              [****]

            	
              receivers
                retrieved per equipment retrieval Work Order become the property
                of
                Contractor. Can be redeployed by Contractor after bench-testing.
                Access
                Card remains the property of DIRECTV and shall be returned to DIRECTV
                at
                DIRECTV’s request.

            
	
              Equipment
                Retrieval 

              (advanced
                products receivers)

            	
              [****]

            	
              Advanced
                Products receivers retrieved per equipment retrieval Work Order remain
                the
                property of DIRECTV and shall be shipped by Contractor to DIRECTV’s
                refurbishment agent (at DIRECTV’s cost) upon DIRECTV’s
                request.

            
	
              Sat
                C kit install on Upgrade

            	
              [****]

            	
              Labor
                only; hardware is shipped by DIRECTV to customer

            
	
              High
                Definition (“HD”) Antenna Installation

            	
              [****]

            	
              Includes
                all hardware consumed, including antenna and mount

            
	
              Additional
                ODU Installation

            	
              [****]

            	
              Same
                trip (Upgrades/Installs/Movers). In addition to primary
                ODU.

            
	
              Service
                Call

            	
              [****]

            	
              Includes
                all equipment and materials.

            


    

     

    *
      rate
      includes payment for ODU

     

    Equipment
      Reimbursement/Pricing

     

    
      	
              90”
                ODU

            	
               [****]

            	 
	
              Sat
                C Kit

            	
               [****]

            	 
	
              3x4
                Multiswitch

            	
              [****]

            	 
	
              4x4
                Multiswitch

            	
               [****]

            	 
	
              4x8
                Multiswitch

            	
              [****]

            	 
	
              6x8
                Multiswitch

            	
               [****]

            	 


    

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    EXHIBIT
      4.a.(ii)

    


    SERVICE
      CALL PAYMENTS

    


    DIRECTV
      shall pay Contractor a tiered fee of: 

    


    [****]
      within
      Tier 1 DMAs

    [****]
      within
      Tier 2 DMAs

    [****]
      within
      Tier 3 DMAs

    [****]
      within
      Tier 4 DMAs

    [****]
      within
      Tier 5 DMAs

    


    


    per
      each
      of the following types of Service Call Work Orders timely performed by
      Contractor for DIRECTV customers: OC, SC, VC, WC, TC, PS, CS and other
      DIRECTV-specified Service Call Work Order types, if any, within the defined
      territory assigned to Contractor herein as of the end of each monthly DIRECTV
      Accounting Period. Service Call fees, however, shall only be earned if and
      when
      the request
      for
      service by the customer occurs sixty (60) days or later from the last date
      of
      physical service performed by Contractor at that address (or sixty (60) days
      or
      later from the date of installation, as the case may be). Contractor shall
      still
      be required to complete the Service Call Work Order in a manner consistent
      with
      the terms and conditions hereunder if the Work Order is created less than sixty
      (60) days from the last visit, but Contractor shall not be compensated for
      such
      Work Order when it has been opened within sixty (60) days of the last visit’s
      Work Order close date; provided, however, that DIRECTV shall compensate
      Contractor for [****]
      of all
      such Service Call Work Orders falling within this 60-day window, at the
      applicable tiered rate on a per-DMA basis, to reasonably address the failure
      rate of DIRECTV System Components within the 60-day window. Notwithstanding
      the
      foregoing, in the event that Contractor shall receive a Service Call Work Order
      that requires Contractor to deploy a new DIRECTV receiver (including the SH,
      HC,
      WH and OH Work Order types) as opposed to the deployment of Contractor-owned
      used or refurbished receivers, such Work Orders shall be compensated at a flat
      rate of [****].
      Should
      DIRECTV expand or contract the Service Call Work Order types eligible for
      compensation by DIRECTV, Contractor shall be notified of this change in writing.
      Other than the exception as set forth above, any and all DIRECTV System
      components consumed during the performance of a Service Call shall be provided
      by Contractor at its sole cost.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    EXHIBIT
      11

    Marketing
      of DIRECTV Products to Customers

    


    THE
      DIRECTV PROTECTION PLAN

    


    


    Upon
      mutual agreement of both Contractor and DIRECTV, Contractor may promote the
      DIRECTV Protection Plan and educate eligible customers as to its terms and
      conditions at the point of installation or upgrade of the DIRECTV System such
      that the customer will be familiar with the Protection Plan in order to elect
      to
      purchase the Protection Plan from DIRECTV upon service activation through a
      DIRECTV call center agent or, if approved by DIRECTV, through Contractor closing
      the installation or upgrade work order with a unique close code representing
      customer electing to purchase the Protection Plan service.

    


    


    1. APPOINTMENT.
      DIRECTV
      hereby appoints Contractor as its representative to market and promote
      subscriptions for the Protection Plan ("Subscriptions"), on the terms and
      conditions contained herein. Contractor may market and promote Subscriptions
      only to single family residential household customers in the contiguous United
      States WHILE CONTRACTOR IS PERFORMING, PURSUANT TO THIS AGREEMENT, THE SERVICES
      ON BEHALF OF DIRECTV FOR THE CUSTOMER. Contractor may market and promote
      Subscriptions only for the Protection Plan as described herein, and not any
      other services DIRECTV may currently offer or may offer in the future; provided,
      however, that DIRECTV may, in its sole discretion, elect to expand upon the
      products that Contractor may offer in which case this Exhibit 11 shall be
      amended to include the terms and conditions related to any such additional
      products. DIRECTV may amend the terms of the Protection Plan from time to time
      on written notice to Contractor and Contractor shall be responsible for relaying
      the current terms of the Protection Plan to customers. Contractor hereby accepts
      such appointment and shall use its best commercial efforts to market and promote
      Subscriptions. Contractor
      may not sell any competing warranty product as it relates to the DBS Service
      throughout the term of this Agreement.

    


    2.  GENERAL
      OBLIGATIONS.

    


    2.1 TRAINING.
      DIRECTV
      shall provide training and/or training materials regarding its Protection Plan
      to Contractor's training personnel, as DIRECTV reasonably deems necessary.
      Contractor shall train its own employees to the satisfaction of DIRECTV. DIRECTV
      may require Contractor's employees to attend supplementary training classes
      from
      time to time. Contractor shall be responsible for all expenses and compensation
      of its employees during such training.

    


    2.2 PERSONNEL.
      Contractor may allow its employees (including employees of Authorized
      Subcontractors only) to market and promote the Protection Plan.

    


    2.4 STANDARD
      POLICIES. Contractor
      shall strictly comply with the standard policies and procedures of the
      Protection Plan as DIRECTV may promulgate for its representatives in written
      notices, guidelines, and bulletins, as the same may be amended from time to
      time
      (collectively "Policies"). The Policies shall be an integral part of this
      Agreement but may not impair any of Contractor's rights granted
      herein.

    


    2.5 STANDARD
      OF CONDUCT.
      In all
      of its activities as a representative for DIRECTV and in its own DIRECTV System
      business, Contractor shall conduct itself in a commercially reputable and
      ethical manner, shall comply with all applicable laws, and shall engage in
      no
      deceptive sales practice or other practice which impugns DIRECTV's commercial
      reputation and goodwill.

    


    3.  TRANSMISSION
      OF CUSTOMER INFORMATION.
      In the
      event that an eligible customer, after receiving the related materials and
      information, has expressed to Contractor an interest in purchasing the
      Protection Plan from DIRECTV, Contractor shall (i) obtain written confirmation
      of customer’s election (in a manner as shall be communicated by DIRECTV to
      Contractor), and (ii) transmit to DIRECTV, via DIRECTV’s work order system
      (“CSG”), or other DIRECTV-specified data transmission procedure, notification of
      such customer’s interest. 

     

    
      
        
          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    4.  RATES
      AND TERMS OF SERVICES.

    


    4.1 RATES.
      DIRECTV
      shall determine the pricing, terms, and conditions of the Protection Plan in
      its
      discretion. Contractor shall not represent that DIRECTV Protection Plan may
      be
      obtained on any different terms or rates, shall not impose additional or
      different terms and shall not offer customers any discount, rebate, or other
      material benefits in consideration for subscribing to it, except as expressly
      authorized by DIRECTV in writing.

    


    4.2 CHANGES.
      DIRECTV
      may change the pricing, terms, conditions, and availability of its Protection
      Plan from time to time in its discretion. DIRECTV shall notify Contractor of
      such changes as soon as practicable. Contractor shall promptly replace point
      of
      sale materials as necessary.

    


    4.3 MISREPRESENTATIONS.
      If
      Contractor misrepresents or fails to fully disclose any prices or other terms
      of
      the DIRECTV Protection Plan to any customer, it shall reimburse DIRECTV any
      amount which DIRECTV is compelled, or in its reasonable judgment according
      to
      its standard practices decides, to pay or credit the customer in compensation
      for such misrepresentation. In addition, DIRECTV shall be entitled to offset
      any
      such payment or credit by DIRECTV to customers as a result of Contractor’s
      misrepresentations or omissions against any amounts owed to Contractor by
      DIRECTV.

    


    5.  CUSTOMER ORDERS
      FOR SERVICE. Upon
      receipt of confirmation, via CSG or other DIRECTV-specified data transmission
      procedure, that a specific customer has expressed interest in purchasing the
      Protection Plan, DIRECTV shall use its commercially reasonable efforts to
      finalize the sale of the Protection Plan to customer through agent activation
      or
      customer literature post activation. All
      elections by customers to order the Protection Plan shall be subject to
      acceptance or rejection by DIRECTV in its discretion and Contractor understands
      and agrees that a customer may ultimately elect not to purchase the Protection
      Plan even if such customer had previously expressed to Contractor an interest
      in
      purchasing the Protection Plan.
      All
      Subscription fees shall be billed directly to the Subscriber by DIRECTV.


    


    6.  COMPENSATION.

    


    6.1 PROTECTION
      PLAN COMMISSIONS.
      In
      consideration of Contractor's services in marketing and promoting the customer’s
      purchase of the DIRECTV Protection Plan, DIRECTV shall pay Contractor
      commissions ("Protection Plan Commissions") in the amounts and on the terms
      and
      conditions set forth below, upon both of the following events (collectively
      a
      "Protection Plan Activation"):

    


    (a) DIRECTV's
      receipt of an Order for the Protection Plan from an eligible customer (i.e.,
      an
      existing customer not yet subscribing to the Protection Plan or a new customer
      who has not yet indicated, pursuant to the pending services set forth within
      the
      applicable Work Order, that he/she has elected to subscribe to the Protection
      Plan at service activation) where such Order is evidenced by the customer
      acknowledging such in writing on the DIRECTV Installation/Service Satisfaction
      Checklist; and

    


    (b) DIRECTV's
      acceptance of such Order of the Protection Plan.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

         

      

    

    6.2 COMMISSION
      RATE.

    


    (a) DIRECTV
      shall pay Contractor a Protection Plan Commission, for its services in promoting
      Orders for the DIRECTV Protection Plan, on the terms and conditions in the
      Agreement and as described below, in the amount of [****]
      per
      Subscriber activated by DIRECTV agent or DIRECTV work order system (on that
      date
      which is also the Programming Service Activation Date) as a DIRECTV Protection
      Plan Activation during the applicable accounting month. Such calculation shall
      be made by DIRECTV on approximately the 1st
      day of
      the calendar month following the month in which Activation occurs. Contractor
      shall also be penalized a charge back fee of [****]
      for each
      DIRECTV customer that subsequently disconnects Protection Plan service up to
      60
      days from the customer’s original Service Activation Date. Again, eligibility
      shall be measured as of the last day of the billing cycle for the applicable
      Subscriber. This schedule is subject to change by DIRECTV in accordance with
      this Exhibit.

    


    (b) DIRECTV's
      obligation to penalize Contractor with charge back shall commence upon the
      earliest to occur of any of the following events, as they relate to each
      applicable Subscription:

    


    (i) the
      termination of the Subscription for any reason (including termination resulting
      in a change in customer account type to an account type ineligible to purchase
      the Protection Plan) in the first sixty (60) days of service; or

    


    (ii) the
      disconnection of the Subscription for any reason; unless a reconnection by
      Subscriber occurs within the first sixty (60) days of service; or

    


    (iii) the
      termination of the Subscription for any reason in the first sixty (60) days
      of
      service; or

    


    (iv) the
      cancellation by the Subscriber of its commissionable DIRECTV Programming
      Package, notwithstanding such customer maintaining its Protection Plan
      Subscription after said Programming Package cancellation in the first sixty
      (60)
      days of service.

    


    (c) An
      accounting setting forth Contractor’s monthly Protection Plan Subscriber Base
      shall be included with Contractor’s monthly commissions report it receives as a
      commissioned DIRECTV Contractor.

    


    (d)
       No
      Protection Plan Commissions shall be earned if a customer elects to purchase
      the
      Protection Plan on any date subsequent to that calendar date which is the
      customer’s DIRECTV Programming Service Activation Date or the date on which the
      Service Call at which the Protection Plan was promoted by the
      technician.

    


    6.3 EXCEPTIONS.
      

    


    (a) Notwithstanding
      anything to the contrary herein, DIRECTV shall not be required to pay any
      Protection Plan Commissions for:

    


    (i) any
      Subscription canceled prior to the commencement of service;

    


    (ii) any
      Subscription that may inadvertently attach to (or change to) a customer account
      type not
      eligible
      as a commissionable account type as set forth in this Exhibit;

    


    (iii) Orders
      made by a Subscriber subsequent to the offer made by DIRECTV to customer upon
      Activation;

    


    (b) DIRECTV
      shall not be required to pay any Protection Plan Commissions on account of
      payments received by DIRECTV from Subscribers after the termination of this
      Agreement or termination of this Protection Plan marketing program.

     

    6.4 CHANGES.
      Contractor acknowledges that DIRECTV may need to adapt its marketing cost
      structure to changing conditions from time to time. Accordingly, DIRECTV may
      change the Commission Schedule (including the Commission rate) at any time,
      and
      from time to time, in its discretion; provided that DIRECTV shall give
      Contractor at least thirty (30) days prior written notice of the effective
      date
      of any such change. 

    


    6.5 SET-OFFS
      BY DIRECTV.
      DIRECTV
      may set-off or recoup any amounts owed to it by Contractor, or by its
      subsidiaries and affiliates, pursuant to this or any other agreement with
      DIRECTV, and any damages suffered by DIRECTV due to Contractor's breach hereof
      or other misconduct, against any amounts which it owes to Contractor. The
      foregoing does not limit DIRECTV's right to recover any unrecouped
      balance.

    


    7.
        TERMINATION.
      Either
      party may elect to terminate this promotion and marketing of the Protection
      Plan
      by Contractor for any or no cause upon ten (10) business days written notice
      to
      the other party. 

    
      
         

        
          
            
              ****
                Certain confidential information contained in this document has been
                omitted and
                filed separately with the Securities and Exchange Commission pursuant
                to Rule
                24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                are
                designated as  [****].

            

          

          
             

            
              

            

          

          
             

          

        

      

       

    

    ATTACHMENT
      A

    


    YEAR
      2005 PERFORMANCE-BASED INCENTIVE PAYMENTS 

    


    (Effective,
      retroactively, as of April 1, 2005)

    


    


    A. PERFORMANCE-BASED
      INCENTIVE PAYMENTS 

    


    In
      addition to the applicable Rate(s) set forth in Exhibit 4.a.(i), Contractor,
      during calendar year 2005 (the “Program Period”), shall be eligible to receive
      up to three (3) separately calculated additional payments (the “Incentive
      Payment”) based on DIRECTV’s calculation of Contractor’s (i) compliance (per
      DMA) with the Installation/Mover Incentive Metrics as are set forth below,
      (ii)
      overall compliance with Installation/Mover Incentive Metrics across Contractor’s
      entire territory, and (iii) pass rate of customer satisfaction results (Tracker
      Study blended score) as set forth below. The calculation with respect to any
      Incentive Payment earned by Contractor shall be performed by DIRECTV either
      on a
      monthly or quarterly basis, using the data collected in the prior month or
      quarter, as the case may be; provided, however, that payment of any such
      aggregate monthly Incentive Payment shall be made by DIRECTV to Contractor
      approximately sixty (60) days from the last day of the applicable month or
      quarter. 

    


    


    I. INSTALLATION/MOVER
      INCENTIVE METRICS - PROVIDED THAT
      Contractor is not in breach of any material obligation under the Agreement,
      including the Performance Standards set forth in 3.e. (v) and meets or exceeds
      each of the following Installation/Mover Incentive Metrics, other than where
      excepted (“IE,” “IN” and/or others as specifically identified by DIRECTV in
      writing), on a per DMA basis:

    


    1. Installation
      Work Orders (not including Movers) performed in each [****]
      measuring period shall be “closed” within an average of [****]
      from the
      creation of the applicable Work Order. For the purposes of this Exhibit,
“closed” shall mean that the specific job related to Work Order has received
final
      resolution within the Work Order management system. This maximum [****]
      average
      takes into account a built-in “pad” of an average of [****]
      whereby
      DIRECTV presumes that Contractor would not be in a position to commence any
      work
      prior to the [****]
      subsequent to the date of work order creation. 

    


    2 Contractor
      shall close equal to or greater than [****]
      of all
      Installation Work Orders opened during the reporting period as measured 30
      days
      after the close of the period. 

    


    3. No
      Work
      Orders (within the applicable DMA) have been reassigned during the measuring
      period by DIRECTV due to Contractor’s inability to manage the provided volume of
      work within the performance standards as set forth herein; provided, however,
      that uncontrollable weather/force majeure events or out of the ordinary DIRECTV
      initiatives within the DMA shall be reasonably excluded by DIRECTV.


    


    4. Contractor
      shall achieve a monthly blended customer satisfaction score as
      measured across Contractor’s entire territory,
      based
      on customer interviews conducted by a third party, of no less than [****].

    


    THEN,
      Contractor shall be entitled to a monthly Incentive Payment calculated as
      follows:

    


    [****]
      multiplied solely by the number of such applicable installation/mover Work
      Orders successfully completed by Contractor (that is, Work Order has been
      qualified for payment by DIRECTV) during that [****] in
      the applicable DMA.
      No Work
      Orders in dispute at the time of such [****]
      calculation shall be included in the applicable [****]
      Incentive Payment, if any.

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].

              

            

            
               

              
                

              

            

            
               

            

          

        

      

    

    


    II. HSP
      LEVEL INSTALLATION/MOVER INCENTIVE - PROVIDED THAT
      Contractor meets or exceeds each of the above four Installation/Mover Incentive
      Metrics in every
      DMA that
      Contractor has been assigned applicable Installation/Mover work
      orders:

    


    THEN,
      Contractor shall be entitled to a [****]
      Incentive Payment calculated as follows:

    [****]
      multiplied solely by the aggregate number of such Installation/Mover work orders
      successfully completed by Contractor during that [****].
      No work
      orders in dispute at the time of such [****]
      calculation shall be included in the applicable [****]
      Incentive Payment, if any.

     

    III. [****]
      CUSTOMER SATISFACTION INCENTIVE - PROVIDED THAT
      Contractor receives a score of [****]
      or above
      in Customer Interviews conducted each [****]
      throughout Contractor’s territory regarding Contractor-provided services during
      the applicable [****],
      

    


    THEN,
      Contractor shall be entitled to a [****]
      Incentive Payment calculated as follows:

    


    [****]
      multiplied solely by the aggregate number of Installation, Mover, Upgrade,
      and
      Service work orders successfully completed by Contractor during that
[****]
      throughout Contractor’s territory. No work orders in dispute at the time of such
[****]
      calculation shall be included in this applicable [****]
      Incentive Payment, if any.

    


    DIRECTV
      may, in its sole discretion, elect to extend the Program beyond the Program
      Period, or may offer a different incentive program; provided, however, that
      DIRECTV is under no obligation to offer any additional incentive-based
      compensation beyond the Program Period. 

     

    *
      The Customer Satisfaction score
      shall be
      determined by an overall, basic rating by the DIRECTV customer as to the outcome
      of the services (specifically, Installation, Mover, Upgrade, and Service Calls)
      provided by Contractor (specifically, a rating by the customer of being “not
      satisfied,” “somewhat satisfied” or “very satisfied” with the performance of
      Contractor as it relates to the Services required by the applicable Work Order
      assigned by DIRECTV to Contractor). A passing customer satisfaction score for
      the Incentive shall equate to no
      less than [****]
      out of
      every [****]
      customers’ acknowledgment of being either “somewhat satisfied” or “very
      satisfied” with Contractor’s performance. Telephone interviews of each such
      customer shall be conducted by DIRECTV or DIRECTV’s authorized agent.


    


    


    


    DIRECTV
      will use reasonable efforts to pay any Performance-based Incentive Payment
      [****], within approximately [****] from the last day of the applicable [****]
      (other than the payment, if any, related to the [****] Customer satisfaction
      score achieved by Contractor). 

    
      
        
           

          
            
              
                ****
                  Certain confidential information contained in this document has
                  been omitted and
                  filed separately with the Securities and Exchange Commission pursuant
                  to Rule
                  24b-2 of the Securities Exchange Act of 1934, as amended. Omissions
                  are
                  designated as  [****].