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ASSET PURCHASE AGREEMENT

This
ASSET PURCHASE AGREEMENT (Agreement) is made as of March 18, 2009 by and
between Cue Connex, LLC (Seller) and Omnicity, Incorporated, an Indiana
corporation (Buyer).

RECITALS

| | A. | Seller owns and operates certain telecommunication
      systems located in and around Hartford City, Indiana.                                                                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                             
| | B. | Seller desires to sell and Buyer wishes to buy
      substantially all the assets used or useful in the operation of those
      telecommunication systems for the price and on the terms set forth in this
      Agreement.

AGREEMENTS

In
consideration of the above recitals and of the mutual agreements and covenants
contained herein, Buyer and Seller agree as follows:

SECTION 1.DEFINITIONS.

The
following terms as used in this Agreement, shall have the meanings set forth in
this Section:

**Accounts
Receivable** means all rights of Seller to payment from the
Subscribers of the Systems arising from Sellers operation of the Systems prior
to the Closing Date.

**Assets**
means all the tangible and intangible assets, real, personal, or mixed, owned or
held by Seller and used or useful in the business or operations of the Systems,
including the Personal Property, Real Property, the Assumed Contracts and Grants
of Authority, the Accounts Receivable, the Intangibles, and all Subscriber and
customer lists and other information relating to the Systems, but not including
the Excluded Assets.

**Assumed
Contracts and Grants of Authority** means (a) those Contracts and
Grants of Authority listed in Schedule E hereto designated by Buyer to indicate
that they will be assumed by Buyer at Closing, and (b) and Contracts and Grants
of Authority entered into by Seller in the ordinary course of business between
the date hereof and the Closing Date that Buyer expressly agrees to assume at
Closing.

**Closing**
means the consummation of the transaction contemplated by this Agreement in
accordance with the provisions of Section 9.

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**Closing
Date** means the date on which the Closing occurs, as determined
pursuant to Section 9.

Common
Stock means the common stock of Omnicity Corp, a Nevada
corporation, par value $.001 per share, after completion of the merger or share
exchange transaction contemplated by Section 8.1(f) below.

**Consents**means the consents, permits, or approvals of third parties, including
governmental authorities, necessary to transfer any of the Assets to Buyer or
otherwise to consummate the transaction contemplated hereby.

**Contracts**
means all contracts, leases, non-governmental licenses, and other agreements
(including leases for personal or real property and employment agreements),
written or oral, including any amendments or other modifications thereto, that
relate to the Assets or the operation of any of the Systems, including, without
limitation, those described in Schedule E hereto, together with any additions
thereto between the date hereof and the Closing Date.

Effective
Time means 12:01 a.m. local Indiana time, on the Closing
Date.

Environmental
Law has the meaning set forth in Section 3.5 below.

Excluded
Assetsmeans:

| | (a) | Sellers cash on hand or in any of Sellers bank accounts
      as of the Effective Time;                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                               
| | (b) | Any insurance policies, bonds, letters of credit, or
      other similar items of Seller, and any cash surrender value in regard
      thereto;                                                               
| |     |                                                                                                                                                                                                               
| | (c) | All books and records that Seller is required by law to
      retain or that relate solely to internal corporate matters;                                                                                     
| |     |                                                                                                                                                                                                               
| | (d) | All claims, rights, and interest in and to any refund for
      federal, state, or local franchise, income, or other taxes or fees of any
      nature whatsoever for periods prior to the Effective Time; and
| |     |                                                                                                                                                                                                               
| | (e) | Any pension, profit sharing, or employee benefit
      plans.                                                                                                                                                 

FCC means
the Federal Communications Commission.

Grants of
Authority means all municipal, state, and federal grants of
authority and applications therefore, which are used or useful in connection
with the operation of the Systems, including those listed on Schedule E,
together with any additions thereto between the date hereof and the Closing
Date.

Governmental
Licenses means all licenses, permits, and other authorizations
issued by federal, state, or local governmental authorities to Seller in
connection with the business operations of the
Systems, including those set forth in Schedule B, together with any additions
thereto between the date hereof and the Closing Date.

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Hazardous
Material has the meaning set forth in Section 3.5 below.

Intangibles means all copyrights,
trademarks, service marks, trade names, licenses, patents, permits, privileges,
proprietary information, technical information and data, trade secrets,
machinery and equipment warranties, and all other intangible property rights and
interests, whether or not applied for by, or issued to, Seller or under which
Seller is licensed or franchised and used or which are, or may be, useful in, or
in any way related to, the business and operations of the Systems, including
those listed in Schedule G hereto, together with any additions thereto between
the date hereof and the Closing Date, and all goodwill relating to all of the
foregoing and the Systems.

Per Share
Price means the average of the last transaction prices for the
15 trading days immediately prior to the date of determination for a share of
Common Stock of Omnicity Corp on a national securities exchange or the NASDAQ
National Market System on which the Common Stock is then principally trading,
or, in case a sale does not take place on a trading day during such
15-trading-day period, the average of the last reported representative bid and
asked prices quoted by such national securities exchange or the NASDAQ National
Market System on which the Common Stock is then principally trading.

Personal
Property means all machinery, equipment, modems and related
equipment, tools, vehicles, furniture, leasehold improvements, office equipment,
plant, lines, cable, transmitters, repeaters, cable, inventory, and other
tangible personal property used or useful in the operation of the Systems,
including the property identified and described in Schedule D hereto and all
computer discs and tapes, plans, diagrams, blueprints, schematics, and books and
records relating to the operation of the Systems, filings with governmental
agencies, and executed copies of the Contracts and Grants of Authority, together
with any additions thereto between the date hereof and the Closing Date.

Purchase Price
  has the meaning set forth in Section 2.2 below.

Real
Property means all real estate and all interest in real
property, including all leaseholds, easements, licenses, rights to access, and
rights of way, and all improvements thereon, used or useful in the operation of
the Systems, including the property identified and described in Schedule C
hereto, together with any additions thereto between the date hereof and the
Closing Date.

Securities Act
  has the meaning set forth in Section 3.17 below.

Shareholders means Laurie Byall and
David Weddell.

Shares
has the meaning set forth in Section 2.3(b) (3) below.

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Subscribers means, at any time
(a) those active subscribers to a System at the regular monthly subscription
rates for a single household who have subscribed and paid for at least sixty
days of continuous service and who are not forty-five days or more past due with
respect to any amounts owed to Seller, and who have paid all applicable
installation fees, plus (b) the result obtained by dividing the total
subscription revenues received by Seller during the last full calendar month
preceding the month in which the Closing Date occurs for service to bulk or
commercial accounts by the standard average service rate charged to individual
residential subscribers of such System.

Systems
means the telecommunication systems and basic aggregated delivery platforms
Buyer is buying from Seller, including the market (the serviceable homes), the
subscribers, and the minimum acceptable signal strength at each of the
serviceable homes with a tower site footprint or a hard wire or fiber feeder, as
further described on Schedule A.

SECTION 2.SALE AND PURCHASE OF
ASSETS.

|2.1. | Agreement to Sell and Buy.Subject
      to the terms and conditions set forth in this Agreement, Seller hereby
      agrees to transfer and deliver to Buyer on the Closing Date, and Buyer
      agrees to purchase, the Assets, free and clear of any liabilities, liens,
      security interests, pledges, conditions or encumbrances (except for those
      permitted in accordance with Sections 3.5 and 3.6 below).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2  | Purchase Price. The total consideration to
      be paid for the Assets shall be Ninety- Four Thousand Dollars ($94,000.00)
      (the Purchase Price), plus the forgiveness of $10,000 in debt owed by
      Seller to Buyer in Section 2.2 (d), subject to adjustments as provided
      below:                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                        

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|    | (c)                                                                                                                                          | System Adjustments. If the number of Subscribers
      is less than 94 at the Effective Time, and Buyer has waived the condition
      of Closing in Section 8.1(e) below, the Purchase Price shall be reduced by
      $500 for each Subscriber less than 94. If the number of Subscribers is
      more than 94 at the Effective Time, the Purchase price shall be increased
      by $500 for each Subscriber more than 94 Subscribers, subject to a maximum
      of an additional $5,000 added to the Purchase Price pursuant to this
      provision.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (d)                                                                                                                                          | Forgiveness of Debt. Buyer hereby agrees to
      forgive a $10,000 loan made to Seller, along with any associated interest
      due thereon.                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2.3 | Payment of Purchase Price.The
      Purchase Price shall be determined, insofar as feasible, on the Closing
      Date, and paid as follows:
|    |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                          | Payment at Closing. Buyer shall pay to Seller at
      Closing (except for cash amounts, subject to Section 2.3(c) below) the
      Purchase Price, as determined on the Closing Date, in the following
      manner:                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                              | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                              | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                              | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

(b) Final Determination of Purchase
Price. The Purchase Price, taking into account all adjustments and
prorations, will be determined finally, and additional payment by Buyer to
Seller or refund by Seller to Buyer, as appropriate, will be made, in accordance
with the following procedures:

| | (1) | Within 60 days after the Closing Date, Buyer will deliver
      to Seller a statement setting forth Buyers determination of the amount of
      the Purchase Price and the calculation thereof, taking into account all
      prorations. If Seller disputes the amount of the Purchase Price determined
      by Buyer, Seller shall deliver to Buyer within 30 days after his receipt
      of Buyers statement a statement setting forth his determination of the amount thereof. If Seller notifies
      Buyer of his acceptance of Buyers statement, or if Seller otherwise fails
      to deliver his own statement within the 30 day period specified in the
      preceding sentence, Buyers determination shall be final and payment shall
      be made thereon. Debit adjustments, if any, to the Purchase Price, shall
      be applied first to cash consideration due to Seller and then to the
  Note.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | (2) | Buyer and Seller shall use their good faith efforts to
      resolve any dispute involving the determination of the Purchase Price. If
      the parties are unable to resolve the dispute within 15 days following the
      delivery of Sellers statement, each of Buyer and Seller shall select an
      independent arbitrator who shall be knowledgeable and experienced in the
      operation of telecommunication systems, and the two arbitrators so chosen
      shall attempt to resolve the dispute. If they are not able to do so within
      45 days following the delivery of Sellers statement, the two arbitrators
      shall agree upon a third arbitrator and the dispute shall be resolved by
      the decision of the majority of the arbitrators, which shall be conclusive
      and binding on the parties. Any fees of the arbitrators shall be split
      equally between the parties.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)
Allocation of Purchase Price.The Purchase Price shall be allocated as
set forth on Form 8594, attached hereto as Exhibit A.

|2.4 | Assumption of Liabilities and
      Obligations.
|--- | ------------------------------------------------
|    |                                                 
|    | (a)                                             
|    |                                                 
|    | (b)                                             

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|2.5 | Employees.To the extent Seller has
      employees, Seller shall terminate such employees working in the business
      effective as the close of business the day before the Closing and Seller
      shall be responsible without exception for all compensation, taxes,
      insurance, accrued sick and vacation days and other benefits and amounts
      relating to such employees, and Seller shall indemnify, defend and hold
      harmless Buyer from any claims made against Buyer with respect to such
      obligations. Buyer shall not assume or in any way become responsible or
      liable for any compensation, taxes, insurance or other benefits and
      amounts payable by Seller on account of such employees. Seller and Buyer
      shall coordinate their efforts with respect to Sellers termination of the
      employees so that the employees will receive notice of their termination
      by Seller and the possibility of employment with Buyer (if applicable) at
      substantially the same time. Prior to the Closing, but without any
      obligation to do so, Buyer shall endeavor to enter into employment
      agreements with all such employees whom Buyer desires to employ following
      the Closing.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 3.REPRESENTATIONS AND WARRANTIES OF
SELLER

Seller represents and warrants to Buyer as follows:

|3.1 | Organization, Standing, and Authority.Seller is a limited liability company organized, validly existing, and
      in good standing under the laws of the State of Indiana. Seller has the
      requisite corporate power and authority to: (a) own, lease, and use the
      Assets as now owned, leased, and used; (b) conduct the business of
      operating the Systems as now conducted; (c) execute, deliver, and perform
      this Agreement and the documents contemplated hereby according to their
      respective terms; and (d) transfer the Assets in accordance with the terms
      and conditions of this Agreement. Seller is not a participant in any joint
      venture or partnership with any other person or party with respect to the
      Systems or any part of the Assets.                                                                                                                                                                                                                                                                                                                                                                                       
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.2 | Authorization and Binding Obligation.The execution, delivery, and performance of this Agreement by Seller
      have been duly authorized by all necessary corporate actions, including
      stockholder approval if required, on the part of Seller. This Agreement
      has been duly executed and delivered by Seller and constitutes the legal,
      valid, and binding obligation of Seller, enforceable against Seller in
      accordance with its terms except as the enforceability hereof may be
      affected by bankruptcy, insolvency, or similar law affecting creditors
      rights generally and by judicial discretion in the enforcement of
      equitable remedies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|3.3 | Absence of Conflicting Agreements or
      Consents. Subject to obtaining those Consents listed on Schedule
      F, the execution, delivery, and performance of this Agreement, the Shares
      and the documents contemplated hereby (with or without
  the giving of notice, the lapse of time, or both): (a) do not
      require the consent of any third party; (b) will not conflict with any
      provision of the Articles of Incorporation or By-Laws of Seller; (c) will
      not conflict with, result in a breach of, or constitute a default under
      any applicable law, judgment, order, ordinance, injunction, decree, rule,
      regulation, or ruling of any court or governmental instrumentality; (d)
      will not conflict with, constitute grounds for termination of, result in a
      breach of, constitute a default under, or accelerate or permit the
      acceleration of any performance requirement by the terms of any agreement,
      governmental authority, instrument, license, or permit to which Seller is
      a party or by which Seller is bound; and (e) will not create any claim,
  lien, charge, or encumbrance upon any of the Assets.

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|3.4 | Governmental Licenses.Schedule B
      includes a true and complete list of the Governmental Licenses. Seller has
      delivered to Buyer true and complete copies of the Governmental Licenses.
      Seller is the authorized legal holder of the Governmental Licenses. The
      Governmental Licenses comprise all the licenses, permits, and other
      authorizations required from governmental and regulatory authorities for
      the lawful conduct of the business and operations of the Systems in the
      manner and to the full extent they are now conducted, and none of the
      Governmental Licenses is subject to any restriction or condition that
      would limit the operations of the Systems as they are now conducted. The
      Governmental Licenses are in full force and effect, and the operations of
      the Systems are in compliance therewith. Seller has no reason to believe
      that any of the Governmental Licenses would not be assignable to Buyer
      subject to any required approval of the granting authority in the ordinary
      course.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
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|3.5 | Real Property.Schedule C contains a
      complete description of all Real Property and Sellers interests therein,
      including street address, legal description, owner, and use. None of the
      Real Property is subject to any lien, mortgage, pledge, covenant,
      easement, restriction, encroachment, lease, charge, or other claim or
      encumbrance of any nature whatsoever that would adversely affect the use
      or usefulness of the Real Property in the operation of the Systems. Seller
      has delivered to Buyer true and complete copies of all leases or other
      instruments pertaining to the Real Property. All leases pertaining to the
      Real Property are, or prior to Closing will be, in recordable form. All
      Real Property is marketable, in good condition and repair consistent with
      its present use, and available for immediate use in the conduct of the
      business and operations of the Systems. Seller has full legal and
      practical access to all Real Property. All easements, rights of way, and
      real property licenses have been properly recorded in the appropriate
      public recording offices. The Real Property described in Schedule C
      includes all easements, rights of way, and other real property interests
      necessary to conduct the business and operations of the Systems as they
      are now conducted. No Hazardous Material (as defined below) has been used,
      generated, manufactured, stored, treated, released or disposed of by
      Seller, or to Sellers actual knowledge without inquiry, by any other
      party, at, in, on or under the Real Property leased or owned by Seller for
      the business of operation of the Systems in violation of Environmental Law
      (as defined below). The term Hazardous Material means any substance or
      material that is or becomes regulated, defined or designated by any federal, state or local governmental
      authority as hazardous, extremely hazardous, imminently hazardous,
      dangerous or toxic, or as a pollutant, contaminant or waste, and shall
      include, without limitation, PCBs, asbestos, asbestos containing
      materials, oil and petroleum products and byproducts. The term,
      Environmental Law means all current and future federal, state and local
      statutes, regulations, ordinances and rules relating to (1) the emission,
      discharge, release or threatened release of Hazardous Material into the
      air, surface water, groundwater or land; (ii) the manufacturing,
      processing, use, generation, treatment, storage, disposal, transportation,
      handling, removal, remediation or investigation of Hazardous Material; or
      (iii) the protection of human health, safety or the indoor or outdoor
      environment, including without limitation, the Clean Air Act, the Federal
      Water Pollution Control Act, the Resource Conservation and Recovery Act,
      the Comprehensive Environmental Response, Compensation and Liability Act,
      the Occupational Safety and Health Act, all amendments thereto, all
      regulations promulgated thereunder, and their state statutory and
      regulatory counterparts. The zoning classifications of the leased
      properties on which the Systems operate permit the operation of the
      Systems. The improvements on such leased properties have been constructed
      and are presently used and operated in compliance with all licenses and
      all legal requirements, and with all covenants, easements and restrictions
      affecting those properties, and all obligations of Seller with regard to
      the legal requirements, covenants, easements and restrictions have been
      and are being performed in a proper and timely manner.

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|3.6 | Personal Property. Without material
      exception, Schedule D contains descriptions of all Personal Property.
      Except as set forth in Schedule D, Seller owns and has good title to each
      item of Personal Property, and none of the Personal Property is subject to
      any security interest, mortgage, pledge, conditional sales agreement, or
      other lien or encumbrance, except for liens for current taxes not yet due
      and payable. The Personal Property is in good operating condition and
      repair (ordinary wear and tear excepted), and is available for immediate
      use in the business and operations of the Systems. The Personal Property
      listed in Schedule D includes all personal property necessary to conduct
      the business and operations of the Systems as they are now
    conducted.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.7 | Contracts and Grants of Authority.The Contracts and Grants of Authority listed in Schedule E comprise
      all Contracts and Grants of Authority used or useful in the operation of
      the Systems, except Contracts entered into in the ordinary course of
      business that do not involve payments or receipts by Seller in excess of
      $1,000 individually or $5,000 in the aggregate. Seller has delivered to
      Buyer true and complete copies of all Contracts and Grants of Authority.
      Other than the Contracts and Grants of Authority listed on Schedule E,
      Seller requires no contract, grant of authority, permit, lease, or other
      agreement to enable it to carry on its business as now conducted. All the
      Contracts and Grants of Authority are, and all Assumed Contract and Grants
      of Authority will be, as of the Closing Date, in full force and effect and
      are valid, binding, and enforceable in accordance with their terms. There
      is not under any Contract of Grant of Authority any default by any party
      thereto (including Seller) or any event that, after notice or
      lapse of time or both, would constitute a default. Seller is not aware of
      any intent by any party to any Contract or Grant of Authority: (a) to
      terminate or amend the terms thereof; (b) to refuse to renew the Contract
      or Grant of Authority upon expiration of its terms; or (c) to renew the
      Contract or Grant of Authority upon expiration only on terms and
      conditions that could be less advantageous to the Systems than those
      currently pertaining. Except for the need to obtain those Consents listed
      in Schedule F, Seller has full legal power and authority to assign its
      rights under the Contracts and Grants of Authority to Buyer in accordance
      with this Agreement, and the assignment of the Contracts and Grants of
      Authority to Buyer will not affect the validity, enforceability, or
      continuation of any of the Contracts or Grants of Authority. Except as set
      forth on Schedule F, no Contract contains any unfulfilled requirement that
      Seller make any capital expenditures.

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|3.8  | Consents.Except for those Consents
      listed in Schedule F, no consent, approval, permit, or authorization or
      declaration to or filing with any governmental or regulatory authority or
      any other third party is required: (a) to render this Agreement and the
      transactions contemplated hereby valid and effective; (b) to permit this
      Agreement and the transactions contemplated hereby to be consummated; (c)
      to permit Seller to assign or transfer the Assets (including each of the
      Contracts and Grants of Authority) to Buyer; or (d) to enable Buyer to
      operate the Systems and the business of Seller in essentially the same
      manner that they are now conducted. Seller reasonably believes that all
      Consents will be obtained.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.9  | Intangibles. Schedule G is a true and
      complete list of all the Intangibles (exclusive of those required to be
      listed in Schedule B), all of which are valid, in good standing, and
      uncontested. Seller has delivered to Buyer copies of all documents
      establishing the Intangibles. Seller is not infringing upon or otherwise
      acting adversely to any trademarks, trade names, copyrights, patents,
      patent applications, know-how, methods, or processes owned by any other
      person or persons, and there is no claim or action pending, or to the
      knowledge of Seller threatened, with respect thereto.                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3.10 | Financial Statements and Tax Returns.Schedule H contains copies of the following financial statements of
      Seller, all of which are complete and correct, have been prepared from the
      books and records of Seller in accordance with generally accepted
      accounting principles consistently applied and maintained throughout the
      periods indicated, accurately reflect the books, records, and accounts of
      the Systems, and present fairly the financial condition, assets,
      liabilities, and results of operation of the Systems as at their
      respective dates and the results of operations for the periods then
      ended:                                                                                                                                

| | (a) | Balance Sheets, as at December 31, 2008 and March 31,
      2009;                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (b) | Statements of Income and Expense, for the twelve-month
      period ended December 31, 2008 and each of the months of January through
      March, 2009; and

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| | (c) | Tax returns for the years 2007 and
2008.
| | --- | ----------------------------------------

|     | None of the foregoing financial statements understates
      the true costs and expenses of conducting the business and operations of
      the Systems, fails to disclose any material contingent liability, or
      inflates the revenues of the Systems for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | Seller has filed, in accordance with applicable law, all
      federal, state, county and local income and franchise tax returns and all
      real and personal property tax returns that are required to be filed. The
      information shown on the federal income tax returns delivered to Buyer is
      true, accurate, and complete and fairly presents the information purported
      to be shown. Seller has paid, or shall pay prior to the date it is due,
      all taxes owed by Seller on account of the Business.                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3.11 | Insurance.Schedule I is a true and
      complete list of all policies of insurance owned by Seller that insure any
      part of the Assets or the business of the Systems. All policies of
      insurance listed in Schedule I are in full force and effect. The insurance
      policies listed in Schedule I are adequate in amount with respect to, and
      for the full value (subject to customary deductibles) of the Assets, and
      insure the Assets and the business of the Systems against all foreseeable
      risk. No insurance policy of Seller has been canceled and no application
      of Seller for any insurance policy has been rejected during the past three
      years.

|3.12 | Personnel.
|---- | ----------
|     |           
|     | (a)       
|     |           
|     | (b)       
|     |           
|     | (c)       

11

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| | (d) | Liabilities. Seller has no liability of any kind
      to or in respect of any employee benefit plan, including withdrawal
      liability under Section 4201 of ERISA. Seller has not incurred any
      accumulated funding deficiency within the meaning of ERISA or Section 4971
      of the Internal Revenue Code of 1986. Seller has not failed to make any
      required contributions to any employee benefit plan. The Pension Benefit
      Guaranty Corporation has not asserted that Seller has incurred any
      liability in connection with any such plan. No lien has been attached and
      no person has threatened to attach a lien on any property of the Seller as
      a result of a failure to comply with ERISA.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3.13 | Claims and Legal Actions.Except as
      set forth in schedule K, and except for investigations and rulemaking
      proceedings affecting the telecommunications industry generally, there is
      no claim, legal action, counterclaim, suit, arbitration, governmental
      investigation, or other legal, administrative, or tax proceeding, nor any
      order, decree, or judgment, in progress or pending, or, to the knowledge
      of Seller, threatened, against or relating to Seller, its properties, the
      Assets, or the business of the Systems, nor does Seller know or have
      reason to be aware of any basis for the same. There are no governmental
      investigations or other legal, administrative, or tax proceedings pursuant
      to which Seller is or could be made liable for any taxes, penalties,
      interest, or other charges, the liability for which could extend to Buyer
      as transferee of the business of the Systems.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.14 | Compliance with Laws. In its operation of
      the System and its ownership and maintenance of the Assets, Seller has
      complied and is complying fully with the terms of all Governmental
      Licenses and Grants of Authority and with all laws, rules, regulations,
      and ordinances, including all trademark, trade name, or copyright rules
      and regulations, all building and zoning laws, codes, and regulations, all
      rules and regulations of the Federal Aviation Administration relating to
      tower heights, and all laws relating to the employment of labor. Neither
      the ownership nor use of Sellers properties nor the conduct of its
      business conflicts with the rights of any other person or
entity.                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.15 | Conduct of Business in Ordinary Course; Adverse
      Change.Since December 31, 2008, Seller has conducted the
      business of the Systems only in the ordinary course and has
  not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

12

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| | (a) | Adverse Change. Suffered any material adverse
      change in the business, assets, properties, prospects, or condition
      (financial or otherwise) of Seller or the Systems, or any damage,
      destruction, or loss affecting any of the Assets used or useful in the
      conduct of the business of the Systems;                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                             
| | (b) | Liens. Created, assumed, or suffered any mortgage,
      pledge, lien, or encumbrance on any of the Assets;                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                             
| | (c) | Employee Compensation. Suffered any material
      increase in compensation payable or to become payable to any of the
      employees of Seller, or any bonus payment made or promised to any employee
      of Seller, or any material change in personnel policies, insurance
      benefits, or other compensation arrangements affecting the employees of
      Seller;
| |     |                                                                                                                                                                                                                                                                                                                                                                             
| | (d) | Dispositions. Suffered any sale, assignment,
      lease, material depletion of inventory, or other transfer of any of
      Sellers properties without suitable replacements being obtained
      therefore;                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | Cancellation of Debts. Cancelled any debts owed to
      or claims held by Seller;                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                             
| | (f) | Write-Down. Suffered any significant write-down of
      the value of any Assets or any significant write-off as uncollectible of
      any Accounts Receivable; and                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                             
| | (g) | Rights. Transferred or granted any right under, or
      entered into any settlement regarding the breach or infringement of, any
      license, patent, copyright, trademark, trade name, grant of authority, or
      other intellectual property or proprietary right, or modified any existing
      right relating to the Systems.                                     

3.16. Information Regarding the Systems.

| | (a) | Subscribers. The Systems have at least Ninety-Four
      (94) Subscribers.
| | --- | --------------------------------------------------------------------------
| |     |                                                                           
| | (b) | Rates; Fees; Reports; Signals. Schedule L sets
      forth or includes:   

| | (1) | The rates being charged by Seller to Subscribers for each
      class of service for each of the Systems;                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | All fees for Grants of Authority and all fees or payments
      relating to the use of access points and/or tower sites;                                                                           
| | (3) | A list of all reports filed by Seller with the FCC or any
      other governmental agency or municipal authority within the past three
      years in connection with the operation of the Systems;
| | (4) | A list of all signals and services carried and delivered
      by the Systems;                                                                                                                     
| | (5) | A list of all aeronautical frequencies (together with
      geographic coordinates, radius, and power levels) used by Seller in
      connection with the Systems; and                             
| | (6) | The number of Subscribers in each
  System.                                                                                                                                                        

13

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| | (c) | Accounts. All the account balances of Subscribers
      to the Systems are actual and bona fide receivables representing
      obligations for the total dollar amount thereof, as shown on the books of
      Seller, resulted from the regular course of the Sellers business, and are
      fully collectible in accordance with their terms, subject to no offset or
      reduction whatsoever. Seller has no monetary obligations or liabilities to
      any of its Subscribers except with respect to deposits. Uncollectable
      Accounts Receivable may be set off by Buyer from the Note at any time
      prior to payment of the Note in full.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | Operational Order. The Systems are fully
      operational with all required electronics, are in good working order, and
      are delivering a signal of good quality and strength to all Subscribers
      using only the Assets. The Systems, when fully loaded, will perform to
      minimum standards of FCC rules and regulations.                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | Signal Carriage; Aeronautical Frequencies. Seller
      has the legal right and authority, including all necessary authorizations
      from the FCC, to carry and continue to carry and use in the conduct of the
      business of the Systems all the signals and transmissions now being
      carried. No notices or demands (oral or written) have been received from
      the FCC, or from any other person or entity challenging the right of
      Seller to carry or deliver any signal. Seller has obtained all required
      FCC clearances for the operation of the Systems in all necessary
      aeronautical frequency bands.               

3.17 Investment Representations.

(a) Seller and each
of the Shareholders acknowledge and agree that the references to Buyer in this
Section 3.17 fully extend to Omnicity Corp inasmuch as Omnicity Corp is
specifically contemplated to succeed to all rights and obligations of Buyer
pursuant to this Agreement prior to the Closing Date and inasmuch as the Shares
will be an interest in Omnicity Corp. Seller is obtaining the Shares solely for
its own account and for investment and not with a view to, or for resale in
connection with, any distribution thereof within the meaning of the Securities
Act of 1933, as amended (the Securities Act). Seller further represents that
it does not have any present intention of selling, offering to sell or otherwise
disposing of or distributing the Shares or any portion thereof, other than any
distribution of Shares to its Shareholders within thirty (30) days of the
Closing; and that the entire legal and beneficial interest of the Shares it is
receiving will be held for the account of, itself only and neither in whole nor
in part for any other person. Each of the Shareholders adopts, individually for
each of such Shareholders receiving any Shares from Seller, and makes all
representations, warranties and covenants to Buyer that Seller makes in this
Section 3.17 for the benefit of Buyer. Each of the Shareholders agrees to be
bound by all of this Section 3.17 individually.

(b) Knowledge of Buyers
Business. Seller is aware of Buyers business affairs and financial
condition and as of the Closing Date, will have acquired sufficient information
about Buyer to reach an informed and knowledgeable decision to acquire the
Shares from Buyer. Seller further represents and warrants that it has discussed,
or has had the opportunity to discuss, Buyer and its plans, operations
and financial condition with its officers, has, or will have, as of the Closing
Date, received all such information as it deems necessary and appropriate to
enable it to evaluate the financial risk inherent in making an investment in the
Shares and has received satisfactory and complete information concerning the
business and financial condition of Buyer in response to all inquiries in
respect thereof.

14

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(c) Speculative
Investment. Seller realizes that its acquisition of the Shares will be a
highly speculative investment, and it is able, without impairing its financial
condition, to hold the Shares for an indefinite period of time and to suffer a
complete loss on its investment.

(d) No Obligation to Register.
Buyer has disclosed to Seller that:

(i) The
Shares have not been registered under the Securities Act, and the Shares must be
held indefinitely unless a transfer of such Shares is subsequently registered
under the Securities Act or an exemption from such registration is available,
and that Buyer is under no obligation to register the Shares; and

(ii)
Buyer will make a notation in its records of the aforementioned restrictions on
transfer and legends.

(e) Rule 144. Seller and
each of the Shareholders is aware of the provisions of Rule 144, promulgated
under the Securities Act, which, in substance, permits limited public resale of
restricted securities acquired, directly or indirectly, from the issuer
thereof (or an affiliate of such issuer), in a non-public offering subject to
the satisfaction of certain conditions, including among other things: the resale
occurring not less than one year from the date Seller receives the Shares; the
availability of certain public information concerning Buyer; the sale being
through a broker in an unsolicited brokers transaction or in a transaction
directly with a market maker (as said term is defined under the Securities
Exchange Act of 1934); and that any sale of the Shares may be made by it only in
limited amounts during any three-month period not exceeding specified
limitations. Seller and each of the Shareholders further represent that they
understands that at the time it wishes to sell the Shares there may be no public
market upon which to make such a sale, and that, even if such a public market
then exists, Buyer may not be satisfying the current public information
requirements of Rule 144, and that, in such event, it would be precluded from
selling the Shares under Rule 144 even if the one-year minimum holding period
had been satisfied. Seller and each of the Shareholders represent that they
understands that in the event all of the requirements of Rule 144 are not
satisfied, registration under the Securities Act or compliance with an exemption
from registration will be required; and that, notwithstanding the fact that Rule
144 is not exclusive, the staff of the Securities Exchange Commission has
expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

15

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(f)      Acknowledgement of Legends.
Seller and each of the Shareholders acknowledge that the certificate
representing the Shares will bear the following restrictive legends:

THE SHARES REPRESENTED HEREBY HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE 1933 ACT) OR UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES RERESENTED HEREBY ARE
SUBJECT TO CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO
OMNICITY, INC., ITS SUCCESSORS AND ASSIGNS, AND MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF
THE ASSET PURCHASE AGREEMENT DATED MARCH 18, 2009, A COPY OF WHICH AGREEMENT IS
MAINTAINED AT THE PRINCIPAL CORPORATE OFFICES OF OMNICITY, INC.

(g) Right of First Refusal.
Seller and each of the Shareholders acknowledge that the Buyer shall have, and
they hereby grant, to Buyer a right of first refusal to acquire any of the
Shares that the Seller or any of the Shareholders wish to sale, transfer or
otherwise dispose of, upon the following terms:

(1) Seller and Shareholders shall
deliver to Buyer a notice stating (i) Sellers or Shareholders bona fide intent
to sell or otherwise transfer the Shares; (ii) the number of Shares and the bona
fide price or other consideration to be paid for the Shares (Offered Price),
and Seller and Shareholders shall offer the Shares at the Offered Price to the
Buyer or its assignees.

(2) At any time within ten (10) days after receipt of the
notice, Buyer or its assignees may, by giving notice to Seller or the
Shareholders, elect to purchase the Shares proposed to be sold or transferred
for the Offered Price. Payment of the Offered Price by Buyer shall be made by
check or as otherwise agreed by the Buyer and Seller or Shareholders, and shall
be made within thirty (30) days after receipt of the notice from Seller or
Shareholders

3.18Broker.Neither Seller nor any
person or entity acting on its behalf has agreed to pay a commission, finders
fee, or similar payment in connection with this Agreement or any matter related
hereto to any person or entity, nor has it or any person or entity acting on its
behalf taken any action on which a claim for any such payment could be based.

16

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3.19Full Disclosure.No
representation or warranty made by Seller or Shareholders in this Agreement or
in any certificate, document, or other instrument furnished or to be furnished
by Seller or Shareholders pursuant hereto contains or will contain any untrue
statement of a material fact, or omits or will omit to state any material fact
required to make any statement contained herein or therein not misleading.
Seller and Shareholders are not aware of any impending or contemplated event or
occurrence that would cause any of the foregoing representations not to be true
and complete on the date of such event or occurrence as if made on that date.

SECTION 4.REPRESENTATIONS AND WARRANTIES OF
BUYER

Buyer
represents and warrants to Seller as follows:

|4.1 | Organization, Standing, and Authority.Buyer is a corporation duly organized, validly existing, and in good
      standing under the laws of the State of Indiana. On the Closing Date,
      Buyer will be duly qualified to conduct its business in the State of
      Indiana, subject to any permitted transfer, in particular, the transfer to
      Omnicity Corp, which is a Nevada corporation. Buyer has the requisite
      power and authority to execute, deliver, and perform this Agreement and
      the documents contemplated hereby according to their respective
    terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2 | Authorization and Binding Obligation. The
      execution, delivery, and performance of this Agreement by Buyer have been
      duly authorized by all necessary action on the part of Buyer. This
      Agreement has been duly executed and delivered by Buyer and constitutes a
      legal, valid, and binding obligation of Buyer, enforceable against Buyer
      in accordance with its terms except as the enforceability hereof may be
      affected by bankruptcy, insolvency, or similar laws affecting creditors
      rights generally and by judicial discretion in the enforcement of
      equitable remedies.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.3 | Absence of Conflicting Agreements and Required
      Consents. Subject to obtaining the Consents, the execution,
      delivery, and performance of this Agreement and the documents contemplated
      hereby (with or without the giving of notice, the lapse of time, or both):
      (a) do not require the consent of any third party,;(b) will not conflict
      with the by-laws of the Buyer; (c) will not conflict with, result in a
      breach of, or constitute a default under, any applicable law, judgment,
      order, ordinance, injunction, decree, rule, regulation, or ruling of any
      court or governmental instrumentality; and (d) will not conflict with,
      constitute grounds for termination of, result in a breach of, constitute a
      default under, or accelerate or permit the acceleration of any performance
      required by the terms of any agreement, instrument, license or permit to
      which Buyer is a party or by which Buyer may be bound, such that Buyer
      could not acquire or operate the Assets.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4 | Broker. Neither Buyer nor any person or
      entity acting on its behalf has agreed to pay a commission, finders fee,
      or similar payment in connection with this Agreement or any matter related
      hereto to any person or entity, nor has it or any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

17

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|    | person or entity acting on its behalf taken any action on
      which a claim for any such payment could be based.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.5 | Full Disclosure. No representation or
      warranty made by Buyer in this Agreement or in any certificate, document,
      or other instrument furnished or to be furnished by Buyer pursuant hereto
      contains or will contain any untrue statement of a material fact, or omits
      or will omit to state any material fact required to make any statement
      contained herein or therein not misleading. Buyer is not aware of any
      impending or contemplated event or occurrence that would cause any of the
      foregoing representations not to be true and complete on the date of such
      event or occurrence as if made on that date.

SECTION 5.COVENANTS OF SELLER

|5.1 | Pre-Closing Covenants.Seller
      covenants and agrees that from and after the close of the financial period
      ending December 31, 2008 as reflected by the financial statements provided
      pursuant to Section 3.10 above and between the date hereof and the Closing
      Date, Seller has conducted, and will conduct, its business diligently, in
      the ordinary course, and in such a manner so that the representations and
      warranties contained in Section 3 shall continue to be true on and as of
      the Closing Date as if made on and as of the Closing Date, and, except
      with the prior written consent of Buyer, Seller has acted, and will act,
      in accordance with the following:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

18

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| | (e) | Consents. Seller will obtain the Consents, without
      any change in the terms or conditions of any Contract that could be less
      advantageous to the Systems than those pertaining under the Contract as in
      effect on the date hereof. Seller will promptly advise Buyer of any
      difficulties experienced in obtaining any of the Consents and of any
      conditions proposed, considered, or requested for any of the
    Consents.                                                                                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f) | Books. Seller will maintain the books and records
      of the Systems in accordance with prior practice.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g) | Access to Information. Seller will give to Buyer
      and its counsel, accountants, engineers, and other authorized
      representatives, reasonable access to the Assets, to the officers,
      employees, and agents of Seller, and to all books and records relating
      thereto, and will furnish or cause to be furnished to Buyer and its
      authorized representatives all information relating to the Assets and
      Seller that they reasonably request (including any financial reports and
      operations reports produced with respect to the Systems).                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h) | Notification. Seller will give Buyer prompt
      written notice of any material change in any of the information contained
      in its representations and warranties in this Agreement or in the
      Schedules referred to herein and of any occurrence involving the Systems
      or any Assets and not arising in the ordinary course of the Systems
      business.                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i) | Maintenance of Assets. Seller will maintain all of
      the Systems property and Assets or replacements thereof in their present
      condition as represented in this Agreement, ordinary wear and tear
      excepted. Seller will maintain supplies of inventory and spare parts
      consistent with past practice. If any loss, damage, impairment,
      confiscation, or condemnation to any of the Assets occurs, Seller shall
      repair, replace, or restore the Assets to their prior condition as
      represented herein as soon thereafter as possible, and Seller will use the
      proceeds of any claim under any insurance policy solely to repair,
      replace, or restore any of the Assets that are lost, damaged, impaired, or
      destroyed.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (j) | Compliance with Laws. Seller will comply with all
      laws, rules, and regulations. Upon receipt of notice of violation of any
      law, rule, or regulation, Seller will contest in good faith or cure the
      violation prior to the Closing Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (k) | Insurance. Seller will maintain in force the
      existing hazard and liability insurance policies, or comparable coverage,
      for the Systems and the Assets as set forth in Schedule I hereto, and it
      will use the proceeds of any claims for loss payable under those insurance
      policies to repair, replace, or restore any of the
Assets destroyed by fire or other casualty to their former
  condition as soon as possible after the loss.                                                                                                                                                                                                                                                                                                               

19

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| | (l) | Financial Information. Within fifteen days after
      the close of each calendar month, Seller will furnish to Buyer an
      unaudited statement of income and expense of Seller for the month and an
      unaudited balance sheet of Seller as at the close of the month. The
      financial statements to be delivered hereunder shall be complete and
      correct, shall be prepared in accordance with generally accepted
      accounting principles applied and maintained on a basis consistent with
      prior periods, shall accurately reflect the books, records, and accounts
      of the Systems, and shall present fairly the financial condition, assets,
      liabilities, and results of operations of the Systems as of the dates and
      for the periods indicated. Seller shall furnish to Buyer as it becomes
      available any other information prepared by Seller concerning the
      financial condition of the Systems.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (m) | Preservation of Business. Seller will preserve the
      business and organization of the Systems intact and use its best efforts
      to keep available to the Systems their present employees and to preserve
      for the Systems their present relationships with suppliers and customers
      and others having business relations with them, to the end that the
      business, operations, and prospects of the Systems shall be unimpaired at
      the Closing Date. The ordinary and customary operating, marketing,
      promotional, sales, and advertising practices of the Systems shall be
      maintained.                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (n) | Collection of Accounts Receivable. Seller shall
      collect its Accounts Receivable only in the ordinary course consistent
      with its past practices and without extraordinary efforts of any
    kind.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (o) | Rates. Seller will not directly or indirectly
      modify or amend any rate, charge, deposit, or other material condition
      under which it does business with its Subscribers and potential
      Subscribers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (p) | No Inconsistent Action. Seller will not take any
      action that is inconsistent with its obligations under this Agreement or
      that could hinder or delay the consummation of the transactions
      contemplated by this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (q) | Financing Leases. Seller will satisfy prior to
      Closing all outstanding obligations under capital and financing leases
      with respect to any of the Assets and obtain good title to the Assets
      leased by Seller pursuant to those leases so that those Assets shall be
      transferred to Buyer at Closing free of any interest of the
  lessors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

|5.2 | Closing Covenant. On the Closing Date, if the
      conditions set forth in Section 8.2 have been satisfied, Seller shall
      transfer, convey, assign, and deliver to Buyer the Assets as provided in
      Section 2 of this Agreement and make the deliveries provided in Section
      9.3 of this Agreement.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20

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SECTION 6.CLOSING COVENANT OF BUYER

On the Closing
Date, if the conditions set forth in Section 8.1 have been satisfied, Buyer
shall purchase the Assets from Seller as provided in Section 2 of this Agreement
and shall make the deliveries provided in Section 9.2 of this Agreement.

SECTION 7.SPECIAL COVENANTS AND
AGREEMENTS

|7.1 | Risk of Loss.The risk of any loss,
      damage, impairment, confiscation, or condemnation of any of the Assets
      from any cause whatsoever shall be borne by Seller at all times prior to
      the Closing.                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.2 | Bulk Sales Law.If applicable, the
      bulk sales law of the State of Indiana shall be complied with by Seller.
      Any loss, liability, obligation, or cost suffered by Seller or Buyer as
      the result of the failure of any party to comply with the provisions of
      any bulk sales law applicable to the transfer of the Assets as
      contemplated by this Agreement shall be borne by Seller.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.3 | Confidentiality. Each party hereto will
      keep confidential any information obtained from the other party in
      connection with the transactions contemplated by this Agreement, except as
      and to the extent required by applicable law and, in the case of Buyer, as
      disclosure may be reasonably required in connection with Buyers review
      and financing of this transaction. If this Agreement is terminated, each
      party will return to the other party all information obtained from the
      other party in connection with the transactions contemplated
  hereby.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.4 | Cooperation.Buyer and Seller shall
      cooperate fully with each other and their respective counsel and
      accountants in connection with any actions required to be taken as part of
      their obligations under this Agreement, and Buyer and Seller will use
      their best efforts to consummate the transactions contemplated hereby and
      to fulfill their obligations hereunder.                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.5 | Access.For a period of five years
      after the Closing Date, Seller shall provide Buyer access and the right to
      copy any books and records relating to the Assets that are not included in
      the Assets, and Buyer will provide Seller access to any books and records
      relating to the Assets that are included in the Assets.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.6 | Covenants Not to
  Compete.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | (a) | Seller. In consideration of the sums to be paid
      pursuant to the terms of this Agreement, and in order to protect the
      Assets (and the value of the Assets), Seller and its Shareholders agree
      that if the Closing occurs they shall not, either, directly or indirectly
      through other persons or their respective affiliates, engage in, carry on,
      or be connected to any telecommunications business in the State of Indiana
      (the Restricted Territory); provided, however, nothing herein shall
      prohibit Seller or any of the Shareholders from being a passive owner of
      not more than two percent (2%) of the outstanding stock of
      any class of any corporation that engages in such business, so long as (i)
      such Seller or Shareholders have no active participation in the business
      of such corporation, and (ii) such stock is traded on a
      nationally-recognized stock market or on NASDAQ. The provisions of this
      Section 7.6 shall be binding upon Seller and each of the Shareholders for
      a period of three (3) years from the date of the Closing and shall apply
      to the Restricted Territory. It is the intent and understanding of each
      party hereto that if, in any action before any court or agency legally
      empowered to enforce this Section 7.6, any term, restriction, covenant or
      promise shall be deemed modified to the extent necessary to make it
      enforceable to the greatest extent possible by such court or agency.
      Seller represents and warrants that the Shareholders signing this
      Agreement below as to this Section 7.6 comprise all of the shareholders of
  Seller.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

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| | (b) | Other Provisions. For purposes of this Section, an
      affiliate means (a) any partnership, corporation, or other entity directly
      or indirectly controlling, controlled by, or under common control with
      Seller or each of the individual Shareholders signing below, or (b) any
      officer, director, manager, trustee, or principal of Seller or of any
      partnership, corporation, or other entity that is an affiliate under this
      definition. The parties acknowledge and agree that the covenants set forth
      in this Section 7.6 are ancillary to the sale of the Assets and are
      reasonable and necessary to protect Sellers purchase of the
  Assets.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

SECTION 8.CONDITIONS TO OBLIGATIONS OF BUYER AND
SELLER

8.1 Conditions to Obligations of Buyer.All obligations of Buyer at the Closing hereunder are subject at Buyers
option to the fulfillment prior to or at the Closing Date of each of the
following conditions:

| | (a) | Representations and Warranties. All
      representations and warranties of Seller contained in this Agreement shall
      be true and complete in all material respects at and as of the Closing
      Date as though made at and as of that time.                         
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                             
| | (b) | Covenants and Conditions. Seller shall have
      performed and complied in all material respects with all covenants,
      agreements, and conditions required by this Agreement to be performed or
      complied with by it prior to or at the Closing Date.             
| |     |                                                                                                                                                                                                                                                                             
| | (c) | Consents. All Consents shall have been obtained
      and delivered to Buyer, without any change in the terms or conditions of
      any Contract that could be less advantageous to the Systems than those pertaining under
  the Contract as in effect on the date hereof.

22

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| | (d) | Governmental Authorizations. Seller shall be the
      holder of all Grants of Authority and Governmental Licenses, and there
      shall not have been any modification of any of the Grants of Authority or
      Governmental Licenses that could have an adverse effect on the Systems or
      the conduct of its business and operations. No proceeding shall be
      pending, the effect of which would be to revoke, cancel, fail to renew,
      suspend, or modify adversely any of the Grants of Authority or
      Governmental Licenses.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | System. At the Effective Time, the Systems shall
      have at least Ninety-Four (94) Subscribers.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | Deliveries. Seller shall have made or stand
      willing to make all the deliveries to Buyer set forth in Section
    9.2.                                                                                                                                                                                                                                                                                                                                                                                                                           

|8.2. | Conditions to Obligations of Seller.All obligations of Seller at the Closing hereunder are subject at
      Sellers option to the fulfillment prior to or at the Closing Date of each
      of the following conditions:
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                      

SECTION 9.CLOSING AND CLOSING
DELIVERIES

|9.1 | Closing.
|--- | --------
|    |         
|    | (a)     
|    |         
|    | (b)     

23

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|9.2 | Deliveries by Seller. Prior to or on the
      Closing Date, Seller shall deliver to Buyer the following, in form and
      substance reasonably satisfactory to Buyer and its counsel:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (e)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (f)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (g)                                                                                                                                                                                    
|    |                                                                                                                                                                                        
|    | (h)                                                                                                                                                                                    

24

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|    | (i)                                                                                                                                                                                                                                                                        | Accounts Receivable. A complete and accurate list
      of the Accounts Receivable, including, with respect to each account
      Receivable, the account number, date of issuance, name and address of
      account debtor, aggregate amount, and balance due, together with any
      resolution or other documents that Buyer reasonably requests to permit
      Buyer to deposit any collections on any Accounts Receivable into its bank
      accounts; and                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|9.3 | Deliveries by Buyer.Prior to or on
      the Closing Date, or subsequent to the Closing Date as may be provided in
      Section 2.3(d) above, Buyer shall deliver to Seller the following, in form
      and substance reasonably satisfactory to Seller and its counsel:
|    |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                        | Consideration. The consideration for the Assets as
      provided in Section 2.3, subject to Section 2.3(b) above;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                        | Assumption Agreement. An assumption agreement,
      pursuant to which Buyer will assume and undertake to perform Sellers
      obligations under the Assumed Contracts and Grants of Authority arising
      after the Effective Time, to the extent specified in Section 2.4;
    and                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                        | Certificate of Compliance. A certificate, dated as
      of the Closing Date, executed on behalf of Buyer by its President,
      certifying (1) that the representations and warranties of Buyer contained
      in this Agreement are true and complete in all material respects as of the
      Closing Date as though made on and as of that date, and (2) that Buyer
      has, in all material respects, performed and complied with all of its
      obligations, covenants, and agreements set forth in this Agreement to be
      performed and complied with on or prior to the Closing
  Date.

SECTION 10.TERMINATION

This Agreement may
be terminated by either Buyer or Seller, if the terminating party is not then in
material default, upon written notice to the other party, upon the occurrence of
any of the following:

| | (a) | Conditions. If on the Closing Date any of the
      conditions precedent to the obligations of the terminating party set forth
      in this Agreement have not been satisfied or waived in writing by the
      terminating party.      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                          
| | (b) | Judgments. If there shall be in effect on the
      Closing Date any judgment, decree, or order that would prevent or make
      unlawful the Closing of this Agreement.                                                                 
| |     |                                                                                                                                                                                                                                          
| | (c) | Upset Date. If the Closing shall not have occurred
      prior to April 30, 2009, provided, however that Buyer may elect to extend
      this date by 30 days upon giving written notice to Seller pursuant to
      section 13.2 herein.

25

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SECTION 11.SURVIVAL OF REPRESENTATIONS AND
WARRANTIES ANDINDEMNIFICATION.

|11.1 | Representation and Warranties.All
      representations, warranties and covenants not to compete contained in this
      Agreement shall be deemed continuing representations, warranties and
      covenants and shall survive the Closing. Any investigations by or on
      behalf of any party hereto shall not constitute a waiver as to enforcement
      of any representation, warranty, or covenant contained herein. No notice
      or information delivered by Seller pursuant to Section 5.1(g) or Section
      5.1(h) shall modify or limit any of Sellers representations and
      warranties, affect Buyers right to rely on any representation or warranty
      made by Seller, or relieve Seller of any obligations hereunder as the
      result of a breach of any of its representations and warranties.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.2 | Indemnification by Seller. Notwithstanding
      the Closing, and regardless of any investigation made at any time by or on
      behalf of Buyer or any information Buyer may have, Seller agrees to
      indemnify and hold Buyer harmless against and with respect to, and shall
      reimburse Buyer for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.3 | Indemnification by Buyer.Notwithstanding the Closing, and regardless of any investigation made
      at any time by or on behalf of Seller or any information Seller may have,
      Buyer hereby agrees to indemnify and hold Seller harmless against and with
      respect to, and shall reimburse Seller for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

26

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| | (a) | Breach. Any and all losses, liabilities, or
      damages resulting from any untrue representation, breach of warranty, or
      nonfulfillment of any covenant by Buyer contained herein or in any
      certificate, document, or instrument delivered to Seller
  hereunder;                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Ownership. Any and all losses, liabilities, or
      damages resulting from the operation or ownership of the Systems after the
      Effective Time, including any and all liabilities arising under the
      Governmental Licenses or the Assumed Contracts and Grants of Authority
      which relate to events occurring after the Effective Time, but in all
      instances excluding any liabilities arising under any Excluded Assets;
      and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | Legal Matters. Any and all actions, suits,
      proceedings, claims, demands, assessments, judgments, costs and expenses,
      including reasonable legal fees and expenses, incident to any of the
      foregoing or incurred in investigating or attempting to avoid the same or
      to oppose the imposition thereof, or in enforcing this
  indemnity.                                                                                          

|11.4 | Procedure for Indemnification.The
      procedure for indemnification shall be as
follows:
|---- | ------------------------------------------------------------------------------------------

| | (a) | Notice. The party claiming indemnification
      pursuant to this Agreement (the Claimant) shall promptly give notice to
      the party from whom indemnification is claimed (the Indemnitor) of any
      claim, whether solely between the parties or brought by a third party,
      specifying the factual basis for the claim, and the amount of the
      claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (b) | Investigation. With respect to claims between the
      parties, following receipt of notice from the Claimant of a claim, the
      Indemnitor shall have thirty days to make any investigation of the claim
      that the Indemnitor deems necessary or desirable. For the purposes of this
      investigation, the Claimant agrees to make available to the Indemnitor
      and/or its authorized representatives the information relied upon by the
      Claimant to substantiate the claim. If the Claimant and the Indemnitor
      cannot agree as to the validity and amount of the claim within the 30-day
      period (or any mutually agreed upon extension thereof), the Claimant may
      seek appropriate legal remedy. In the event of any post-Closing claims by
      Seller, such amounts may be set-off against amounts payable under the
      Note.                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (c) | Control. With respect to any claim by a third
      party as to which the Claimant is entitled to indemnification hereunder,
      the Indemnitor shall have the right at its own expense to participate in
      or assume control of the defense of the claim, and the Claimant shall
      cooperate fully with the Indemnitor, subject to reimbursement for actual
      out-of-pocket expenses incurred by the Claimant as the result of a request
      by the Indemnitor. If the Indemnitor elects to assume control of the
      defense of any third-party claim, the Claimant shall have the right to
      participate in the defense of the claim at its own expense. If the
      Indemnitor does not elect to assume control or otherwise participate
in the defense of any third party claim, it shall be bound by the results
obtained by the Claimant with respect to the claim.

27

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SECTION 12.CERTAIN REMEDIES

|12.1 | Debt Forgiven and Liquidated Damages.The Debt forgiven by Buyer pursuant to Section 2.2(d) shall be
      reinstated, including any interest due thereon if this Agreement is
      terminated due to a breach by Seller of its representations, warranties,
      and covenants under this Agreement. If this Agreement is terminated by
      Seller due to a breach by Buyer of its representations, warranties, and
      covenants under this Agreement, then the Debt forgiven shall constitute
      liquidated damages, it being agreed that this amount shall constitute full
      payment for any and all damages suffered by Seller by reason of Buyers
      failure to close this Agreement. Buyer and Seller agree in advance that
      Sellers actual damages if Buyer breaches its obligations hereunder would
      be difficult to ascertain and that the amount of the Debt forgiven is a
      fair and equitable amount to reimburse Seller for damages sustained from
      the termination of this Agreement for the above-stated reason.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.2 | Specific Performance.The parties
      recognize that if Seller refuses to perform under the provisions of this
      Agreement, monetary damages alone would not be adequate to compensate
      Buyer for its injury. Buyer shall therefore be entitled, in addition to
      any other remedies that may be available, including money damages, to
      obtain specific performance of the terms of this Agreement. If any action
      is brought by Buyer to enforce this Agreement, Seller shall waive the
      defense that there is an adequate remedy at law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.3 | Attorneys Fees. In the event of a default
      by Seller which results in the filing of a lawsuit for damages, specific
      performance, or other remedy, Buyer shall be entitled to reimbursement by
      Seller of reasonable legal fees and expenses incurred by
  Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

SECTION 13.MISCELLANEOUS

|13.1 | Fees and Expenses.Seller shall pay
      any filing fees, transfer taxes, sales taxes, document stamps, or other
      charges levied by any governmental entity on account of the transfer of
      the Assets from Seller to Buyer. Except as otherwise provided in this
      Agreement, each party shall pay its own expenses incurred in connection
      with the authorization, preparation, execution, and performance of this
      Agreement, including all fees and expenses of counsel, accountants,
      agents, and representatives.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|13.2 | Notices. All notices, demands, and requests
      required or permitted to be given under the provisions of this Agreement
      shall be in writing and shall be deemed to have been duly delivered and
      received (a) on the date of personal delivery, or (b) on
  the earlier of the date of receipt (as
shown on the return receipt) or refusal of delivery if mailed by registered or
certified mail, postage prepaid and return receipt requested, in each case
addressed as follows:                                                   

28

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| | If to Seller: | Cue Connex, LLC                  
| | ------------- | ---------------------------------
| |               | _____________________            
| |               | Hartford City, Indiana
  ________
| |               | Attention: Mr. David Weddell     
| |               |                                  
| | If to Buyer:  | Omnicity, Inc.                   
| |               | P.O. Box 8                       
| |               | Rushville, Indiana               
| |               | Attention: Mr. Gregory Jarman    

|     | Or to any other or additional persons and addresses as
      the parties may from time to time designate in a writing delivered in
      accordance with this Section 13.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.3 | Benefit and Binding Effect. Neither party
      hereto may assign this Agreement without the prior written consent of the
      other party hereto, except that, without the prior written consent of
      Seller, Buyer may assign its rights under this Agreement to any entity
      controlling, controlled by or under common control with Buyer or any
      successor of Buyer by way of merger, acquisition, reorganization or other
      similar corporate transaction (including, without limitation, Omnicity
      Corp), and, upon the assumption by such assignee of all liabilities and
      obligations of Buyer hereunder, Buyer shall be released from all
      liabilities and obligations to Seller pursuant to this Agreement. This
      Agreement shall be binding upon and inure to the benefit of the parties
      hereto and their respective successors and permitted assigns.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.4 | Further Assurances.The parties
      shall take any actions and execute any other documents that may be
      necessary or desirable to the implementation and consummation of this
      Agreement, including, in the case of Seller, any additional bills of sale,
      deeds, or other transfer documents that, in the reasonable opinion of
      Buyer, may be necessary to ensure, complete, and evidence the full and
      effective transfer of the Assets to Buyer pursuant to this
    Agreement.                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.5 | Governing Law. This Agreement shall be
      governed, construed, and enforced in accordance with the laws of the State
      of Indiana (without regard to the choice of law provisions
  thereof).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.6 | Headings. The headings herein are included
      for ease of reference only and shall not control or affect the meaning or
      construction of the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|13.7 | Gender and Number. Words used herein
      regardless of the gender and number specifically used, shall be deemed and
      construed to include any other gender,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

29

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|     | masculine, feminine, or neuter, and any other number,
      singular or plural, as the context requires.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.8 | Entire Agreement.This Agreement,
      all schedules and exhibits hereto, and all documents, certificates, and
      other documents to be delivered by the parties pursuant hereto,
      collectively represent the entire understanding and agreement between
      Buyer and Seller with respect to the subject matter hereof. This Agreement
      supersedes all prior negotiations between the parties and cannot be
      amended, supplemented, or changed except by an agreement in writing that
      makes specific reference to this agreement and which is signed by the
      party against which enforcement of any such amendment, supplement, or
      modification is sought.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|13.9 | Counterparts.This Agreement may be
      signed in counterparts with the same effect as if the signature on each
      counterpart were upon the same instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

IN WITNESS WHEREOF, this Agreement has been executed by Buyer
and Seller as of the date first written above.



OMNICITY, INC.



By:/s/Richard
L. Beltzhoover       Richard
L. Beltzhoover, CEO



SELLER:

CUE CONNEX, LLC



By:/s/ David
Weddell       David
Weddell, President

30

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SCHEDULES

| | A. | Systems ( One paragraph defining each of the
      following):  
| | -- | ----------------------------------------------------------------
| |    | 1.                                                              
| |    | 2.                                                              
| |    | 3.                                                              
| |    | 4.                                                              
| |    | 5.                                                              
| |    | 6.                                                              
| |    | 7.                                                              
| |    |                                                                 
| | B. | Governmental Licenses (List if any)                             
| |    |                                                                 
| | C. | Real Property                                                   
| |    |                                                                 
| |    | 1.                                                              
| |    |                                                                 
| |    | 2.                                                              
| |    |                                                                 
| | D. | Personal Property (Fixed Asset Listing, Inventory
      Listing)
| |    |                                                                 
| |    | 1.                                                              
| |    |                                                                 
| |    | 2.                                                              
| |    |                                                                 
| | E. | Assumed Contracts and Grants of Authority                       
| |    |                                                                 
| |    | 1.                                                              
| |    |                                                                 
| |    | 2.                                                              
| |    |                                                                 
| |    | 3.                                                              
| |    |                                                                 
| | F. | Consents - Board                                                
| |    |                                                                 
| | G. | Intangibles  [List all]                                        

31

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| | H. | Financials  Current month and YTD financials      
| | -- | ---------------------------------------------------
| |    |                                                    
| | I. | Insurance  Copies of all current insurance
  plans
| |    |                                                    
| | J. | Employees and Plans                                
| |    |                                                    
| |    | 1.                                                 
| |    |                                                    
| |    | 2.                                                 
| |    |                                                    
| |    | 3.                                                 
| |    |                                                    
| |    | 4.                                                 
| |    |                                                    
| |    | 5.                                                 
| |    |                                                    
| | K. | Claims and Legal Actions  Listing any and all     
| |    |                                                    
| | L. | Rates, Fees, Reports, and Signals                  
| |    |                                                    
| |    | 1.                                                 

EXHIBITS

| | A. | Form 8594
| | -- | ---------

32

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