EXHIBIT 10.1


July 28, 2008

Pine River Cable

RE:  Letter Agreement

         This  letter  is a  non-binding  agreement  by and  between  NexHorizon
Broadband of Michigan,  Inc., a Colorado  corporation (the "Buyer"),  to acquire
100% of the assets  and the  business  located  and  operated  in and around the
following  Michigan  towns:  McBain  (hereinafter  jointly  referred  to as  the
"Acquired  Business"),  each of which is owned 100% by  Phoenix  Communications,
Inc., a Michigan corporation (the "Seller").

         Seller has  represented  that the Acquired  Companies own and operate a
business,  including without  limitation,  plant,  equipment and infrastructure,
engaged in providing cable television and Internet services in and around McBain
(such business,  including the plant,  equipment,  vehicles,  tools,  franchise,
subscribers,  spares,  inventory  and  infrastructure,   the  "TV  and  Internet
Systems")  serving a minimum of 2,500  subscribers.  Following are the terms and
conditions of the acquisition:

     1. Assets and Business to be  Acquired.  The Business to be acquired by the
Buyer (shall be placed into a wholly-owned  subsidiary,  NexHorizon Broadband of
Michigan,  Inc.) have tangible and intangible assets applicable to operations of
the businesses, including but not limiting to the following:

     o    CATV and Internet systems in McBain, Michigan.

     o    Franchising Authority Agreements covering the TV and Internet Systems.

     o    Cable  and  Internet  Assets:   buildings,  land  and  all  equipment,
          including  distribution  systems,  head-ends and related satellite and
          off-air receiving equipment, including without limitation the physical
          components of the cable and internet  systems from the earth stations,
          head-ends, cabling, pedestals,  amplifiers and drop cabling, switches,
          voice mail systems, towers, all related wireless technologies, servers
          and routers used by the Acquired  Businesses in their cable television
          and  Internet  systems and any other  equipment to be addressed in the
          final purchase agreement.

     o    Vehicles used in the operations of the current  business.  At closing,
          title to these vehicles shall be transferred to the Buyer.

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     o    Furniture,   computer  equipment  and  fixtures  as  used  within  the
          Business.

     o    General equipment.

     o    Spare cable and voice parts and all other inventory, and all tools and
          test gear used in the operations of the current business.

     o    Subscribers that are current paying  customers,  such number not to be
          fewer  than  2,500  subscribers  as of the  Closing  Date,  as defined
          herein.

     o    Outstanding  accounts  receivable  from  subscribers as of the Closing
          Date.

     o    All prepaid receivables.

     o    As-built  and design  maps of each  System to the extent the  Acquired
          Businesses have the same.

     o    Retransmission  consents,  licenses,  leases for real property and all
          other  agreements  that are  required or needed to continue to operate
          the businesses of the Acquired Assets.

     o    All other assets of the Acquired Businesses.

With the exception of any existing  warranties  provided by the  manufacturer or
the original party who sold the assets to the Seller,  all assets being acquired
by the Buyer are being sold on an "as is" and "with all  faults"  basis,  except
however,  in the event the systems being sold to Buyer are not in normal working
order at Closing, the Seller shall be obligated to cure any defects necessary to
return the same to normal  working  order,  upon written notice of the same from
Buyer received at or before Closing. If Seller fails to cure any such defects in
appropriate  fashion,  Buyer  shall have the right to correct  such  defects and
credit the cost of the same against the principal balance due.

         2. Purchase  Price.  Except as provided in Section 1, above,  the total
purchase  price for the Assets and the Businesses to be Acquired shall be $1,500
per  subscriber  less  the  assumption  of  one  senior  note  of  approximately
$1,000,000  and less a to be negotiated  allocation of CAPEX (not to exceed $150
per  subscriber)  contingent  upon Buyer's  completion of its due diligence (the
"Purchase  Price").  The Purchase  Price may be adjusted in accordance  with the
terms included below.

     The Purchase Price will be paid as follows:

          a.  Preferred  Stock:  $2,375,000  worth of Series B  Preferred  Stock
     issued at $10 per share.

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          The Preferred  stock will be eligible to be converted to common shares
     beginning one (1) year after the effective  date of this  transaction.  The
     final conversion terms are to be negotiated.


          Debt assumption: Approximately $1,000,000

          b. Closing  shall occur on or before  ninety (90 days)  following  the
     date of this agreement  once Buyer  notifies  Seller of its intent to close
     the transaction with all Franchise Authorities approve the proposed herein.



     3. Exclusivity.  Upon execution hereof and for a period of ninety (90) days
thereafter,  Seller agrees to not engage in any negotiations or discussions with
any third parties for the sale of the Acquired Companies or the assets contained
therein.

     4. Access; Due Diligence.  Sellers will permit Buyer and its agents to have
reasonable access to the premises in which the Acquired Businesses conduct their
business and to all of the Acquired  Businesses  books,  records,  and personnel
files.  Seller  will  furnish  to  Buyer  audited  financials  of  the  Acquired
Businesses  for the fiscal years ended December 31, 2007 and 2006, and unaudited
financial statements for the interim period immediately prior to Closing,  which
shall be prepared in accordance with Generally Accepted  Accounting  Principles.
Seller  agrees to  provide  other  financial  data,  operating  data,  and other
information,  as Buyer shall reasonably request. In addition, Buyer will perform
standard due diligence on the Acquired  Businesses and the parties hereto hereby
acknowledge  that Buyer has  executed  that  certain  Non-Disclosure  Agreement,
attached hereto as Appendix A, which includes Buyer's obligation not to disclose
the following;

         o Anything  learned from Buyer's review of  subscribers  and receipt of
         two years GAAP compiled financials prepared by a PCAOB compliant CPA to
         verify accuracy of historical and current operating levels, and;

         o Anything  learned from  Buyer's  review of  agreements,  licenses and
         other  legal  documents  that would be  transferred  as a result of the
         transaction,    including    without    limitation,    agreements   for
         retransmission consent and easement agreements.

     5. Closing  Conditions.  (a) The Closing of the  transactions  contemplated
herein shall occur upon conclusion of the following:

               i.  Buyer  shall  have  conducted  its due  diligence,  on a best
          efforts basis.

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               ii. The  transactions  contemplated  herein have been approved by
          the Board of Directors of Buyer.

               iii. Any required approvals, consents and authorizations of state
          and federal  regulatory  authorities and state and federal  securities
          authorities  have been  received.  Any required  consents of any other
          third parties have been obtained.

               iv. The  Business to be acquired  must be GAAP audited by a PCAOB
          compliant  CPA firm  auditing the two (2) previous  fiscal years and a
          stub period for the current financial year.

          (b) At Closing, the Buyer shall provide the following to the Seller:

               i. Purchase Price payment:
               ii. one or more Officer's  Certificates,  dated as of the Closing
          Date,  in  form  and  substance  reasonably  satisfactory  to  Seller,
          certifying  that all of the  representations  and  warranties of Buyer
          contained in this Agreement (or any subsequent  Agreement  between the
          parties hereto) shall be true and correct in all material  respects at
          and  as of  the  Closing  Date  as  though  such  representations  and
          warranties  were made at and as of such time  (except  for  individual
          representations  and warranties  that expressly  provide  therein that
          they are made at and as of a  certain  date);  and  Buyer  shall  have
          performed and be in  compliance  in all material  respects with all of
          the  covenants,  agreements,  terms and provisions set forth herein on
          its part to be observed and performed;  and no suit or action or other
          proceeding  shall be pending or  threatened  before any court or other
          governmental  agency  against  the  Sellers  or the Buyer in which the
          consummation  of the  transactions  contemplated by this Agreement are
          sought to be enjoined;

               (iii)  resolutions  of the Buyer's  Board of Directors (a copy of
          which shall be attached to the Certificate) authorizing the execution,
          delivery  and  performance  by  the  Buyer  of the  Buyer  Transaction
          Documents  and the purchase of the Acquired  Companies  Shares and the
          transactions contemplated hereby have been approved and adopted;


          (c) At Closing, the Seller shall provide the following to the Buyer:

               (i) one or more Officer's  Certificates,  dated as of the Closing
          Date,  in form and  substance  reasonably  satisfactory  to the Buyer,
          certifying  that  all of the  representations  and  warranties  of the
          Sellers  contained in this Agreement  (and any  subsequent  agreements
          between the parties  hereto) shall be true and correct in all material
          respects at and as of the Closing Date as though such  representations
          and warranties  were made at and as of such time; and the Seller shall
          have performed and be in compliance in all material  respects with all
          of the covenants, agreements, terms and provisions set forth herein on
          its part to be observed or performed;  that the consents required from
          all governmental  agencies and entities and other third parties to the

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          Buyer's  acquisition of the Acquired  Companies Shares shall have been
          granted or obtained;  that on the Closing  Date,  no suit or action or
          other  proceeding  shall be pending or threatened  before any court or
          other   governmental   agency   against   the  Sellers  in  which  the
          consummation  of the  transactions  contemplated by this Agreement are
          sought to be enjoined;

               (ii) evidence that all of the necessary  Consents relating to the
          TV and Internet  Systems'  franchises  have been obtained or given (or
          deemed  to have  been  given in  accordance  with  Section  617 of the
          Communications Act (47 U.S.C.  Section 537)) and are in full force and
          effect,  this closing  condition to be deemed  satisfied  when (A) the
          number  of  Equivalent  Subscribers  in  franchising  areas  where the
          consent of the  franchising  authority is not required to transfer the
          applicable franchise plus (B) the number of Equivalent  Subscribers in
          franchising  areas  where  the  local  franchising   authorities  have
          consented to the transfer of the  applicable  franchises  equals or is
          greater than 97% of the number of Equivalent Subscribers served by the
          Systems;

               (iii) resolutions of the Acquired Businesses' Boards of Directors
          (a copy of which shall be attached to the Certificate) authorizing the
          execution, delivery and performance of the Seller and the transactions
          contemplated hereby have been approved and adopted;

               (iv) at least two weeks prior to the Closing Date,  lien searches
          dated not more than 30 days  prior to the  Closing  Date  showing  all
          UCC-1 financing  statements  filed with any filing offices wherein the
          Acquired  Businesses are named a debtor,  all federal,  state or local
          tax liens filed against the Acquired Companies, all recorded mortgages
          naming any of the Acquired Businesses as a mortgagor,  all unsatisfied
          judgments  naming any of the Acquired  Businesses as a judgment debtor
          and all pending litigation in which any of the Acquired Businesses are
          a defendant,  all of which shall be released or terminated prior to or
          at the Closing,  the expense of such lien searches to be shared by the
          Buyer and the Seller.

         6. Right to Cure.  In the event either party hereto fails to perform in
accordance  with the terms and  conditions of this  Agreement (or any subsequent
agreement  by and  between  the  parties  hereto  relevant  to the  transactions
contemplated  herein),  the other party  shall  provide  written  notice of such
failure to the defaulting  party.  Thereafter,  the defaulting  party shall have
thirty (30) days from the date of such notice to cure such default,  unless such
right to cure is extended by the non-defaulting  party, which extension shall be
in writing.

         7. News  Release:  Confidentiality. Neither party shall issue any press
releases or other announcements concerning the transactions  contemplated herein
without the express  written  consent of the other,  which  consent shall not be
unreasonably withheld.

         8. Conduct of Business.  Until the  closing,  Seller shall  operate the
Acquired  Businesses in a reasonable and prudent manner in accordance  with past
practices,  and will use their best efforts to preserve  the Acquired  Companies
existing business and relationships with their employees,  customers, suppliers,
and others,  to preserve  and protect  their  properties,  and to conduct  their

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business in compliance with all applicable laws and regulations. Seller will not
make any material  divestitures of any of the assets of the Acquired  Businesses
and will not incur any  additional  liabilities  outside of the normal course of
business.  Seller  will not make any  extraordinary  expenditures  or  otherwise
increase  liabilities  or decrease cash in the Acquired  Businesses  without the
prior  written  approval  of the  Buyer,  except for in the  ordinary  course of
business of the Acquired Businesses.

         9. Closing Date. It  is the  desire of both parties to cause the trans-
actions  contemplated  herein to have an Effective  Date of October 1, 2008,  or
earlier unless extended by the mutual consent of the parties.

         10. Expenses. Except as provided herein, Buyer and Seller shall each be
responsible  for payment of their own expenses with respect to the  consummation
of the transactions contemplated herein.

         If you  agree  with the  terms and  conditions  contained  hereinabove,
please sign in the appropriate space provided below.


Sincerely,




Calvin D. Smiley, Sr.
CEO

AGREED TO AND ACCEPTED this ___ day of July, 2008

Phoenix Communications, Inc.



By:______________________________________
Its:______________________________________