Unassociated Document


         

    
      Exhibit
        10.3

       

 

    
      MANAGEMENT
        SERVICES AGREEMENT

       

      This
        Management Services Agreement (the “Agreement”) is entered into
        this ___ day of November, 2008, by and among Vanco plc (in administration),
        a
        company incorporated under the laws of England and Wales with registered
        number
        3470117 (“Vanco”), Simon John Granger and Chad Griffin, each an insolvency
        practitioner of FTI Consulting Limited, a company with its principal offices
        at
        Holborn Gate, 26 Southampton Buildings, London, WC2A 1PB, in their respective
        capacities as joint administrators of Vanco (together the “Administrators,”
which term shall include their successors in office), and Capital Growth
        Acquisition, Inc., a corporation organized under the laws of Delaware
        (“Manager”). Individually, each of Manager, the Administrator, and Vanco is a
“Party” and collectively they are the “Parties.”

       

      WHEREAS,
Administrators
        were appointed to act as
        joint administrators of Vanco on May 25, 2008 by Lloyds TSB Bank plc in
        accordance with paragraph 14 to Schedule B1 to the (English) Insolvency Act
        1986;

       

      WHEREAS,
        Vanco has inter alia one U.S.
        subsidiary, Vanco Direct USA LLC (“VDUL”), a Delaware limited liability company
        which holds domestic and international Section 214 authorizations from the
        U.S.
        Federal Communications Commission (“FCC”) and certificates of public convenience
        and necessity or the equivalent from various state telecommunications regulatory
        commissions (the “State Commissions” and, collectively with the FCC, the
“Commissions”) (such authorizations and certificates collectively referred to as
        the “Licenses”);

       

      WHEREAS,
        Manager has made a bid to purchase the
        limited liability company interests of VDUL from Vanco, which bid has been
        approved by the Administrators;

       

      WHEREAS,
Vanco
        has entered into an Interest Purchase
        Agreement with Manager of even date herewith for the sale of the limited
        liability company interests in VDUL (the “Purchase Agreement”), pursuant to
        which Manager will acquire VDUL in a manner consistent with applicable
        law;

       

      WHEREAS,
        the Parties acknowledge and agree that
        certain Regulatory Approvals must be obtained before control of VDUL can
        be
        transferred to Manager; the effective date of the closing of the Purchase
        Agreement pursuant to which the limited liability company interests of VDUL
        shall be conveyed to Manager is the “Closing Date.”

       

      WHEREAS,
        Vanco has retained de facto and
de jure control of VDUL pending receipt of all Regulatory
        Approvals;

       

      WHEREAS,
        in order to ensure uninterrupted service to
        customers of the VDUL Systems pending issuance of the approvals, and to avoid
        associated potential disruption to customers, the Parties desire to enter
        into
        an arrangement for Manager to manage VDUL and VDUL’s network and operations in
        the United States that is the subject of the Licenses (the “VDUL Systems”), at
        all times subject to the oversight, review, supervision and control of Vanco;
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WHEREAS,
        the parties hereto believe it to be in
        their mutual best interests for Manager to provide certain services as described
        below to VDUL until the requisite Regulatory Approvals can be obtained and
        the
        proposed transaction can be completed; 

       

      WHEREAS,
        Vanco and Manager desire that Manager
        provide management services to VDUL in conformity with the rules and policies
        of
        the FCC, the State Commissions, and the terms and conditions of the Purchase
        Agreement and this Agreement; and 

       

      WHEREAS,
        Manager desires to serve as the manager of
        VDUL and the VDUL Systems pursuant to the terms set forth in this
        Agreement;

       

      NOW
        THEREFORE, in consideration of the mutual
        promises contained herein, the sufficiency of which is acknowledged, the
        Parties, intending to be legally bound, hereby agree as follows: 

       

      ARTICLE
I

      DEFINITIONS

       

      Section
        1.1 Definitions. Each term capitalized herein and
        not otherwise defined shall have the meaning assigned to it in the Purchase
        Agreement.

       

      “Communications
        Licenses” means those licenses, registrations,
        authorizations or other authorities which permit VDUL to provide regulated
        interstate, intrastate and local regulated telecommunications services.

       

      “Confidential
        Materials” means any information or materials, whether
        written or oral, tangible or intangible; (i) concerning Vanco, its subsidiaries,
        businesses, markets, products, prospects, finances and member(s), and (ii)
        which
        Manager develops, or with respect to which Manager gains access or knowledge,
        as
        a direct result of Vanco’s, Administrators' or VDUL’s provision to Manager of
        information and/or materials. Notwithstanding the foregoing, the Confidential
        Material shall not include (A) information that was known to, and material
        that
        was in the possession of, Manager prior to the commencement of any negotiations
        with Vanco and Administrators, (B) information that is or becomes generally
        known to, and materials possessed by, the public at large or entities involved
        in the business of VDUL (other than as a result of a breach of this agreement
        by
        Manager or by disclosure of any other party which Manager knows, or has reason
        to know, is under an obligation of confidentiality to Vanco and Administrators),
        (C) information or material acquired by Manager independently from a third
        party
        (other than a third party that Manager knows, or has reason to know, is under
        an
        obligation of confidentiality to Vanco and Administrators), and (D) information
        or material independently developed by Manager and not as a result of the
        disclosure of information or provision of materials by Vanco or Administrators.
        The Confidential Materials may include, but are not necessarily limited to,
        concepts; techniques; data; documentation; research and development; customer
        lists; advertising plans; distribution networks; new product concepts; designs;
        patterns; sketches; planned introduction dates; processes; marketing procedures;
        "know-how"; marketing techniques and materials; development plans; names
        and
        other information related to strategic partners, suppliers, or vendors; pricing
        policies and strategic, business or financial information, including business
        plans and financial pro formas.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
II

      APPOINTMENT
        OF MANAGER

       

      
        
          Section
            2.1 Appointment, Authority, Obligations of
            Manager.

        

      

      


      (a) Manager
        hereby agrees, subject to the terms, conditions, and
        limitations set forth in this Agreement, to provide supervision and management
        services to VDUL so as to meet any and all ongoing obligations associated
        with
        the VDUL Systems and the services provided using the VDUL Systems (the “VDUL
        Services,” and together with the VDUL Systems, the “VDUL Business”), including
        without limitation obligations of VDUL to provide service to the customers
        pursuant to existing contractual relationships and to any new customers that
        may
        from time to time during the Term of this Agreement purchase such services.
        The
        duties of Manager under this Agreement shall include doing all things
        commercially reasonable and necessary to carry out the supervision, operation
        and management of the VDUL Business in a manner, and at a level of service
        quality, substantially consistent with past practices and the manner and
        level
        of service quality in which the VDUL Business has been operated and services
        have been provided by VDUL prior to the Effective Date of this Agreement.

       

      (b) Manager
        hereby accepts such appointment and agrees to
        perform its obligations and responsibilities hereunder and agrees to devote
        such
        time and resources as are necessary to ensure proper and efficient operation
        of
        VDUL and the VDUL Business, and shall make available to Vanco the full range
        of
        its expertise and experience.

       

      (c) Vanco
        hereby grants to Manager as much access as Vanco and
        VDUL has to all facilities, equipment, personnel, books, records and operational
        assets as is necessary to permit Manager to perform its obligations
        hereunder.

       

      


      ARTICLE
        III

      MANAGEMENT
        OF THE VDUL BUSINESS

      


      
        	 	
                Section
                  3.l

              	
                Management
                  of the VDUL
                  Business.

              


      

      


      (a) During
        the Term, the Manager shall have the duty to manage
        the VDUL Business authorized under the Communications Licenses on behalf
        of
        Vanco consistent with the provisions of this Agreement and subject to Vanco’s
        continued ownership, control and reasonable supervision and direction. Upon
        reasonable request, Manager hereby agrees to report to Vanco’s Administrators
        the status of the operations of the VDUL Business.

       

      (b) Vanco
        and Manager desire that this Agreement and the
        performance of Vanco’s and Manager’s obligations hereunder be in full compliance
        with (i) the terms and conditions of the Communications Licenses; (ii) the
        Communications Act of 1934, as amended (the “Act”); (iii) all applicable
        rules, regulations and policies of the Commissions; and (iv) any other
        applicable federal, state and local law or regulation. It is expressly
        understood by Vanco and Manager that nothing in this Agreement is intended
        to
        give Manager any right which would be deemed to constitute a transfer of
        control
        (as is defined in the Act and/or any applicable FCC or state rules, regulations
        or case law) by Vanco of any of the Communications Licenses from Vanco to
        Manager to the extent prohibited by the applicable federal and state law,
        or the
        rules or regulations of any Commission.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      (c) Manager
        acknowledges and agrees that Vanco has certain
        rights and obligations pursuant to the Communications Licenses with respect
        to
        activities authorized thereunder, which include compliance with the Act,
        and the
        rules, regulations, and policies of the Commissions. The services provided
        by
        Manager hereunder are not intended to diminish or restrict Vanco’s compliance
        with its obligations under applicable law or before the Commissions, and
        this
        Agreement shall not be construed to diminish or interfere with the obligations
        of Vanco or its ability to comply with the rules, regulations or directives
        of
        any governmental or jurisdictional authority with respect to the Communications
        Licenses or the VDUL Business.

       

      (d) Vanco
        shall have unfettered access and authority to inspect
        the books and records, equipment and related hardware that is required to
        transmit and/or receive telecommunications, including but not limited to
        network
        facilities, switching equipment, customer premises equipment and testing
        equipment, for any reason and at any time, including but not limited to access
        for purposes of determining whether, under the Manager’s supervision and
        management, the VDUL Business is operating in a manner that violates the
        terms
        of this Agreement, the Act or the Commissions’ rules, regulations, or policies,
        or is otherwise operating in a harmful or unlawful manner.

       

      (e) Manager
        shall be responsible for providing the management
        services in compliance with VDUL’s existing tariffs and service contracts, and
        all applicable laws, including, without limitation, tariffs in effect from
        time
        to time. Manager shall perform the management services in a professional
        manner
        and in accordance with all applicable professional or industry standards.

       

      ARTICLE
        IV

      PAYMENT
        OF COSTS AND MANAGER’S COMPENSATION

       

      Section
        4.1 Payment of Costs. As of the Effective Date,
        Manager shall be responsible for payment by VDUL of all costs and expenses
        (the
“Costs”) incurred or due with respect to the maintenance and operation of VDUL,
        the VDUL Systems, the compensation of VDUL’s employees, and the provision of the
        VDUL Services, and shall be given full access and signatory authority to
        all
        VDUL financial accounts (the “Accounts”), including VDUL funds as of the
        Effective Date and all revenues collected by VDUL (or on behalf of VDUL by
        Manager) during the Term of this Agreement in connection with the operation
        of
        the VDUL Business (the “Revenue” and together with the Accounts, the “VDUL
        Funds”). VDUL hereby authorizes Manager to use the VDUL Funds to pay its Costs
        and the Monthly Management Fee (as defined below). 

      


      Section
        4.2 Monthly Management Fee. As consideration for
        Manager providing the management services described herein, Vanco agrees
        that
        Manager shall be paid out of the VDUL Funds a monthly fee
        (“Monthly Management Fee”) equal to 30% of the Revenues received each month;
provided that, in any month during the Term in which the
        Monthly Management Fee would otherwise exceed VDUL’s Revenues less its Costs
        (the “Net Revenue”), the Monthly Management Fee shall be no greater than the Net
        Revenue, if any, and VDUL shall not have any obligation to pay Manager any
        greater amount. The Monthly Management Fee shall be paid solely from the
        VDUL
        Funds on the last business day of each month, with the final Monthly Management
        Fee being paid at the end of the Term (as defined below).

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      Section
        4.3 Status Reports. At Vanco’s request, Manager
        shall provide Vanco with updates on the status of the operation of the VDUL
        Business and the overall financial condition of VDUL.

      


      Section
        4.4 Books and Records. Manager shall create and
        maintain complete and accurate records of all financial and other material
        transactions relating to performance of this Agreement in a manner consistent
        with records prepared and maintained by Manager in the ordinary course of
        business and with U.S. generally accepted accounting principles. At its
        discretion and expense, Vanco may conduct periodic audits of Vanco’s records
        relating to performance of this Agreement and its operation and management
        of
        the VDUL Business.

       

      ARTICLE
        V

      COMPLIANCE
        WITH APPLICABLE LAWS

       

      Section
        5.1 Compliance with Applicable Laws and
        Regulations.

       

      (a) Manager
        agrees that, in connection with providing the
        management services hereunder, it shall comply in all material respects with
        all
        applicable laws, ordinances, rules, regulations, and restrictions, including
        but
        not limited to the Act, the FCC and State Commission rules, regulations,
        and
        policies, and local ordinances, and shall respond promptly to all regulatory
        correspondence or inquiries and any and all adversarial pleadings of whatever
        nature filed with the Commissions or any other governmental authority and
        will
        promptly notify Vanco of the receipt thereof.

       

      (b) Vanco
        and Manager agree that they shall not take any action
        that would violate any Communications License or that could reasonably be
        expected to cause the cancellation, revocation, or adverse modification of
        any
        Communications License or that could be expected to otherwise impair the
        good
        standing or renewal of any License.

       

      (c) Manager
        acknowledges and agrees that Vanco has certain
        rights and obligations pursuant to the Communications Licenses with respect
        to
        activities authorized thereunder, which include compliance with the Act and
        similar state statutes, and the rules, regulations, and policies of the
        Commissions. The services provided by Manager hereunder are not intended
        to
        diminish or restrict Vanco’s compliance with its respective obligations under
        applicable law or before the Commissions, and this Agreement shall not be
        construed to diminish or interfere with any Vanco’s obligation or ability to
        comply with the rules, regulations or directives of any governmental or
        jurisdictional authority with respect to the Communications Licenses. On
        behalf
        of Vanco, Manager shall take or cause to be taken all reasonable and appropriate
        steps necessary to keep the Communications Licenses in full force and effect
        and
        in good standing. 

       

      (d) Manager
        and Vanco recognize that VDUL, and ultimately Vanco,
        remain responsible for compliance with the terms of the Communications Licenses.
        In that regard, the Manager shall not, without the prior consent of Vanco’s
        Administrators, such consent not to be unreasonably withheld if consistent
        with
        past practice of operations by VDUL, take the following actions:

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

      


      
        	 	
                (i)

              	
                enter
                  into, modify, intentionally breach or terminate any
                  material agreement relating to the assets managed by Manager, other
                  than
                  in the ordinary course of business;

              


      

       

      
        	 	
                (ii)

              	
                sell,
                  assign, lease, transfer or otherwise dispose of any
                  material asset or purchase or otherwise acquire any assets for
                  VDUL except
                  for non-material assets acquired in the ordinary course of
                  business;

              


      

       

      
        	 	
                (iii)

              	
                initiate,
                  settle or terminate any material litigation relating
                  to the regulated aspects of the VDUL Business or waive any material
                  rights
                  of VDUL or Vanco; 

              


      

       

      
        	 	
                (iv)

              	
                demote
                  or terminate any employee of VDUL other than with
                  respect to headcount reduction amounts previously disclosed to
                  Manager;
                  

              


      

       

      
        	 	
                (v)

              	
                hire
                  any employee for VDUL; or 

              


      

       

      
        	 	
                (vi)

              	
                cause
                  VDUL to take any action or neglect to take any action
                  which would constitute a default under this Agreement or the Purchase
                  Agreement.

              


      

       

      (e) 
 The
        parties hereby agree that Manager shall request
        Vanco’s consent to the actions referenced in Section 5.1(d) above in writing to
        Vanco’s Administrators.  For purposes of this Section 5, notice and consent
        by any party can be achieved by electronic mail. Unless Vanco refuses in
        writing
        to grant consent within two (2) business days of receipt of a request for
        consent by Manager, Vanco’s consent will be deemed granted.

       

      (f) Vanco
        shall be responsible for the filing of all
        applications, reports, correspondence and other documentation with the
        Commissions relating to the VDUL Business; provided, however, that
        Manager shall assist Vanco by preparing such filings for Vanco’s review; and
provided, further, that Manager shall reimburse Vanco out of the VDUL
        Funds for all of its reasonable out-of-pocket legal fees and other expenses
        incurred in connection with such applications, correspondence and other related
        matters, to the extent that any such review results in material changes to
        any
        of the materials prepared by Manager. Manager shall provide upon Vanco’s
        reasonable request any information which will enable it to review and complete
        any records and reports required by the Commissions and other federal, state
        or
        local government authorities. 

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
        VI

      TERM

       

      Section
        6.1 Term. The term (“Term”) of this Agreement
        shall commence upon the “Initial Closing” as that term is defined in the IPA
        (the “MSA Effective Date”) and automatically end on the earlier of (i) the
        Closing Date; or (ii) termination of the Purchase Agreement pursuant to Section
        8.13 thereof. 

      


      Section
        6.2 Automatic Termination. This Agreement shall
        automatically terminate if any Commission issues a formal written order,
        which
        is final and non-appealable, that Manager is precluded from performing its
        duties hereunder and any period of time provided by such Commission to Manager
        to remedy such situation has expired.

      


      Section
        6.3 Performance After Termination. After receipt
        of written notice of termination, but prior to the effective date of such
        termination, Manager shall continue to perform under this Agreement unless
        specifically instructed to discontinue such performance.

       

      Section
        6.4 Termination Transition. On the effective date
        of any termination, or before such date if so instructed, Manager shall
        relinquish to Vanco, or its designee, possession of all property of VDUL,
        including but not limited to the VDUL Systems, The VDUL Funds, and all
        documents, data and records pertaining to the VDUL Business, including without
        limitation complete records of all financial and other material transactions
        relating to Manager’s performance of this Agreement. Notwithstanding anything to
        the contrary contained herein, in the event of a successful closing of the
        Purchase Agreement on the Closing Date, then VDUL shall retain all property
        of
        VDUL, however Vanco shall be entitled to inspect and copy all records pertaining
        to VDUL necessary for Vanco to complete its tax returns, to monitor compliance
        of Manager with respect to its obligations hereunder and to enable Vanco
        to
        address any regulatory issues that may arise as a result of its ownership
        of
        VDUL through the Closing Date.

      


      ARTICLE
        VII

      MISCELLANEOUS

       

      Section
        7.1 Amendment and Modification; Obligation to
        Renegotiate. This Agreement may be amended, modified or supplemented only by
        written agreement of Vanco and Manager. In the event that a governmental
        entity
        with jurisdiction over any or all of the Parties or over this Agreement
        determines that one or more provisions of this Agreement are unlawful, contrary
        to public policy, or otherwise unenforceable, the Parties will negotiate
        in good
        faith to amend the Agreement in order to comply with any such applicable
        regulatory requirements or policies while preserving the business objectives
        of
        all Parties.

       

      Section
        7.2 Waiver of Compliance; Consents. Except as
        otherwise provided in this Agreement, any failure of any of the parties to
        comply with any obligation, covenant or condition herein may be waived by
        the
        Party entitled to the benefits thereof only by a written instrument signed
        by
        the Party granting such waiver, but such waiver or failure to insist upon
        strict
        compliance with such obligation, covenant, or condition shall not operate
        as a
        waiver of or estoppel with respect to any subsequent or other failure.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      Section
        7.3 Notices. All notices under this Agreement
        shall be sufficiently given for all purposes if made in writing and delivered
        personally, sent by documented overnight delivery service or, to the extent
        receipt is confirmed, facsimile or other electronic transmission, to following
        addresses and numbers: 

       

      
        	
                Notices
                  to Seller shall be addressed to:

              
	 
	 	
                Vanco
                  plc (in administration)

                Holborn
                  Gate

                26
                  Southampton Buildings 

                London
                  WC2A 1PB 

                Fax: +44-203-077-0599

                E-Mail:
                  simon.granger@fticonsulting.com

                Attn: The
                  Administrators

              
	 
	
                Notices
                  to Administrators shall be addressed to:

              
	 
	 	
                The
                  Administrators

                Holborn
                  Gate

                26
                  Southampton Buildings 

                London
                  WC2A 1PB 

                Fax: +44-203-077-0599

                E-Mail:
                  simon.granger@fticonsulting.com

                Attn: Simon
                  Granger

              
	 
	
                Each
                  with a copy to:

              
	 
	 	
                Bingham
                  McCutchen LLP

                2020
                  K Street, N.W., Suite 1100

                Washington,
                  DC 20006

                Fax: (202)
                  373-6001

                E-Mail:
                  jean.kiddoo@bingham.com

                Attn: Jean
                  L. Kiddoo, Esq.

              


      

      


      or
        at such other address and to the attention to such other person as
        Seller and/or Administrators may designate by written notice to Manager.


      


      
        	
                Notices
                  to Manager shall be addressed to:

              
	 
	 	
                Capital
                  Growth Acquisition, Inc.

                500
                  W. Madison, Suite 2060

                Chicago,
                  Illinois 60661

                Fax:
                  312-673-2422

                E-Mail:
                  pshutt@globalcapacity.com;

                Attn.:
                  Patrick Shutt, CEO

              
	 


      

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      
        	
                With
                  a copy to:

              
	 
	 	
                Shefsky
&
Froelich
                  Ltd.

                111
                  E. Wacker, Suite 2800

                Chicago,
                  Illinois 60601

                Fax:
                  312-527-3194

                E-Mail:
                  mgoldsmith@shefskylaw.com;

                Attn.:
                  Mitchell D. Goldsmith,
                  Esq.

              


      

      


      or
        at such other address and to the attention of such other person as
        Manager may designate by written notice to Seller and Administrators.

       

      Section
        7.4 Assignment. This Agreement and all of the
        provisions hereof shall be binding upon and inure to the benefit of the parties
        hereto and their respective successors and permitted assigns but neither
        this
        Agreement nor any of the rights, interests or obligations hereunder shall
        be
        assigned by any party hereto, including by operation of law, without the
        prior
        written consent of the other party; provided however, that Vanco’s consent to a
        request by Manager to assign this Agreement to a special purpose acquisition
        company shall not be unreasonably withheld so long as Manager provides assurance
        that such special purpose vehicle is financially qualified to undertake
        Manager’s responsibilities under this Agreement, which assurance may include, at
        Vanco’s request, a guarantee by the parent company of the special purpose
        vehicle. Any assignment of this Agreement or any of the rights, interests
        or
        obligations hereunder in contravention of this Section 7.4 shall be null
        and
        void ab initio.

       

      Section
        7.5 No Third-Party Beneficiaries; Limitation of
        Liability. Nothing in this Agreement shall be construed as giving any person
        other than the Parties hereto any legal or equitable right, remedy or claim
        under or with respect to this Agreement.

       

      Section
        7.6 Invalidity. If any term or other provision of
        this Agreement is invalid, illegal or incapable of being enforced by any
        rule of
        law or public policy all other terms, the conditions and provisions of this
        Agreement shall nevertheless remain in full force and effect so long as the
        economic or legal substance of the transactions contemplated hereby is not
        affected in any manner materially adverse to any Party. 

       

      Section
        7.7 Governing Law and Binding Effect. This
        Agreement shall be governed by and construed and enforced in accordance with
        the
        internal laws of the State of Delaware applicable to contracts made and to
        be
        performed entirely therein without giving effect to the conflicts of laws
        principles thereof.  This Agreement shall also be governed
        by and construed and enforced in accordance with applicable federal law.
         This Agreement shall bind and inure to the benefit of
        each of the Parties and their permitted successors and assigns.

       

      Section
        7.8 Counterparts. This Agreement may be executed
        in counterparts each of which shall be deemed an original and all of which
        together shall constitute one and the same instrument; and, in pleading or
        proving any provision of this Agreement, it shall not be necessary to produce
        more than one counterpart. Delivery of an executed counterpart of a signature
        page to this Agreement by telecopy shall be as effective as delivery of a
        manually executed counterpart of this Agreement. In proving this Agreement,
        it
        shall not be necessary to produce or account for more than one such counterpart
        signed by the party against whom enforcement is sought.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      Section
        7.9 Entire Agreement; Amendments and Waivers.
        This Agreement, together with the Purchase Agreement (including the schedules
        and exhibits thereto) constitute the entire agreement between the parties
        pertaining to the subject matter hereof and supersede all prior agreements,
        understandings, negotiations, and discussions, whether oral or written, of
        the
        Parties. No supplement, modification or waiver of this Agreement shall be
        binding unless the same is executed in writing by all parties. No waiver
        of any
        of the provisions of this Agreement shall be deemed or shall constitute a
        waiver
        of any other provision hereof (whether or not similar), and no such waiver
        shall
        constitute a continuing waiver unless otherwise expressly provided. 

       

      Section
        7.11 Headings. The headings of the Articles and
        Sections herein are inserted for convenience of reference only and are not
        intended to be a part of, or to affect the meaning or interpretation of,
        this
        Agreement. Whenever used herein the singular number shall include the plural,
        the plural shall include the singular, and the use of any gender shall include
        all genders.

       

      Section
        7.12 Remedies. Vanco and Manager hereby
        acknowledge and agree that money damages may not be an adequate remedy for
        any
        breach or threatened breach of any of the provisions of this Agreement and
        that,
        in such event, Vanco or its successors or assigns, or Manager or its successors
        or assigns, as the case may be, may, in addition to any other rights and
        remedies existing in their favor, apply to the courts for specific performance,
        injunctive and/or other relief, without the necessity of posting bond, in
        order
        to enforce or prevent any violations of this Agreement.

       

      Section
        7.13 No Partnership or Joint Venture Created.
        Each Party shall be an independent contractor of the other Parties and nothing
        herein shall be construed as creating any other relationship among the Parties.
        The relationship established by this Agreement will not be construed to create
        a
        partnership, joint venture, or any other form of legal entity, nor establish
        any
        fiduciary relationship among the Parties or any affiliate of any Party. The
        provision of the services described in this Agreement does not establish
        any
        joint undertaking, joint venture, pooling arrangement, partnership, fiduciary
        relationship or formal business organization of any kind. Except as provided
        in
        this Agreement, no Party shall act as or hold itself out as agent for any
        other
        Party or create or attempt to create liabilities for any other Party.

       

      Section
        7.14 Confidentiality. Administrators, Vanco and
        Manager, and their respective officers, directors, partners and affiliates,
        agree to keep the terms and conditions of this Agreement and the transactions
        contemplated hereby confidential, and each agree not to disclose to any party
        not a party to this Agreement any of the terms hereof, except where such
        disclosure is: (i) to its professional advisers; (ii) current and
        prospective financing sources and their advisors; or (iii) is required by
        applicable law or the rules or standards of the United States Securities
&
Exchange Commission, the London Stock Exchange or the Listing Rules of the
        UK
        Listing Authority, or the rules and requirements of any other competent
        regulatory body, which determination may be made in the good faith opinion
        of
        counsel to the Party that is subject to the regulatory body in question.
        Manager
        expressly acknowledges that it has received, and will receive in the future,
        Confidential Materials (as hereinafter defined), and that disclosure of such
        Confidential Materials to parties not a party to this Agreement or otherwise
        permitted hereunder would cause irreparable harm to Vanco or
        Administrators. Except with the prior written consent of Vanco or Administrators
        or as required by law (including as set forth in clause (iii) immediately
        above), neither Manager nor its officers, directors, partners or affiliates,
        shall (i) disclose any Confidential Materials to any party not a party to
        this
        Agreement, or (ii) use any Confidential Materials for any purpose except
        in
        connection with their efforts on behalf of Vanco or Administrators. Manager
        and
        its officers, directors, partners and affiliates shall use their reasonable
        best
        efforts to preserve the confidentiality of all Confidential Materials. In
        the
        event that a party concludes that it is legally obligated to disclose any
        provision of this Agreement or any Confidential Materials, such party shall
        provide the other party with prompt written notice, and shall seek to limit
        the
        dissemination of such Confidential Materials subject to the requirement for
        dissemination as may be required in the good faith opinion of its counsel
        as it
        relates to disclosure to meet regulatory body approval. In the case of legal
        proceedings in which such disclosure is required, the parties shall cooperate
        to
        obtain an appropriate protective order limiting the disclosure of such material.
        The parties acknowledge that they may be required to disclose certain terms
        of
        this Agreement, or the entirety hereof, to the FCC or certain State Commissions
        in connection with applying for the Regulatory Approvals or in filings with
        the
        SEC. Notwithstanding the foregoing, Administrators may disclose details of
        this
        Agreement to their appointors, advisers and any liquidator of Vanco and also
        for
        the purpose of enforcing its terms, or if required to do so by any court.
        They
        may also include appropriate details in their administration records, accounts
        and returns.

       

      
        
          
          

        

        
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      Notwithstanding
        the foregoing, Vanco or Administrators may disclose
        the amount of the Purchase Price to any third party if, in the sole and absolute
        discretion of Seller or Administrators, such disclosure is necessary to enable
        Vanco and/or Administrators to fulfill its/their obligations under the terms
        of
        any contract or arrangement with such third party.

       

      7.15 Events
        of Default, Remedies. 

       

      (a)
 Manager
        shall be in default under this Agreement upon the
        occurrence of any of the following events (regardless whether any such event
        is
        voluntary or involuntary or occurs by operation of law or pursuant to any
        judgment, decree, order, rule or regulation of any court or administrative
        or
        governmental body):

       

      
        	 	
                i.

              	
                the
                  failure of Manager to perform its obligations hereunder or
                  to observe in any material respect any covenant or agreement to
                  be
                  performed or observed by it hereunder and the continuation of such
                  failure
                  for a period of thirty days after Manager receives written notice
                  thereof;
                  

              


      

      


      
        	 	
                ii.

              	
                Manager
                  loses the requisite authority to perform its
                  obligations hereunder if (1) the loss is not
                  remedied within sixty (60) days of the loss thereof and
                  (2) the loss has a material adverse effect upon
                  Vanco, VDUL or Administrators; or

              


      

       

      
        
          
          

        

        
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                iii.

              	
                any
                  of the representations or warranties of Manager contained
                  herein shall cease to be true in any material
                  respect.

              


      

      


      (b) Upon
        the occurrence and during the continuance of any event
        of default and expiration of any related cure period, Vanco and/or the
        Administrators may, at their option, terminate this Agreement by written
        notice,
        which shall be effective immediately (subject to the obligation to provide
        prior
        notice of default if the default was the type that was susceptible of a cure).
        This remedy is not intended to be exclusive, and all remedies shall be
        cumulative and may be exercised concurrently with any other remedy available
        to
        a Party at law or in equity. 

      


      7.16 Indemnification;
        Limitation of Liability. 

      


      (a) Manager
        hereby agrees to defend, indemnify and hold harmless
        Vanco, Administrators and their respective officers, directors, managers,
        members, employees, agents, attorneys and affiliates, as well as the managers
        and officers of VDUL, from and against, and to promptly pay, all damages
        asserted against or incurred by reason of or resulting from any action,
        proceeding, claim or demand of any kind (actual or contingent) that may be
        brought or made against Vanco, the Administrators and/or the managers or
        officers of VDUL, and any loss, damage, award, cost, charge, penalty or expense
        incurred by Vanco, the Administrators and/or the managers or officers of
        VDUL as
        a result of Manager’s management of VDUL and the VDUL Systems hereunder. IN NO
        EVENT SHALL VANCO BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT
        LIMITED TO LIABILITY FOR NEGLIGENCE), MISREPRESENTATION, WARRANTY OR ANY
        OTHER
        LEGAL OR EQUITABLE GROUNDS, FOR SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
        DAMAGES AS A RESULT OF THE PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS
        UNDER THIS AGREEMENT.

      


      (b) For
        purposes of the indemnifications, defense, hold harmless
        and other limitations of liability set forth in this section, the officers,
        managers, members, employees, agents, attorneys and affiliates of VDUL as
        of the
        MSA Effective Date shall be considered third party beneficiaries of this
        Agreement. 

      


      7.17 Force
        Majeure. No Party shall be liable to another
        Party for any failure of performance under this Agreement due to causes beyond
        its control, including fire, flood or other catastrophes; any law, order,
        regulation, direction, action, or request of the United States Government,
        or of
        any other government, including state and local governments having or claiming
        jurisdiction over such party, or of any department, agency, commission, bureau,
        corporation or other instrumentality of any one or more of these federal,
        state
        or local governments, or of any civil or military authority; national
        emergencies; unavailability of materials or rights-of-way; insurrections;
        riots;
        wars; or strikes, lock-outs, significant work stoppages or other significant
        labor difficulties. In the event of any delay resulting from such causes,
        upon
        notice to the other parties promptly following the occurrence of the event
        giving rise to the delay, the time for performance hereunder shall be extended
        for a period of time reasonably necessary to overcome the effects of such
        delay.

       

      
        
          
          

        

        
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      7.18 Disclaimers.
        THERE ARE NO AGREEMENTS, WARRANTIES OR
        REPRESENTATIONS, EXPRESS OR IMPLIED EITHER IN FACT OR BY OPERATION OF LAW,
        STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS
        FOR
        A PARTICULAR PURPOSE OR USE, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN AND
        ALL
        OTHER WARRANTIES ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
        LAW.

      


      7.19 Severability.
        If any term or other provision of this
        Agreement is invalid, illegal or incapable of being enforced by any rule
        of law
        or public policy, all other conditions and provisions of this Agreement shall
        nevertheless remain in full force and effect so long as the economic or legal
        substance of the transactions contemplated hereby is not affected in any
        manner
        adverse to any Party. Upon such determination that any term or other provision
        is invalid, illegal or incapable of being enforced, the Parties hereto shall
        negotiate in good faith to modify this Agreement so as to effect the original
        intent of the Parties as closely as possible in an acceptable manner to the
        end
        that transactions contemplated hereby are fulfilled to the greatest extent
        possible.

      


      7.20 Further
        Assurances. Each Party agrees to execute all
        such further instruments and documents and to take all such further actions
        as
        any other Party may reasonably request in order to effectuate the terms and
        purposes of this Agreement; provided preparation of any such instruments
        and
        documents and any such further actions shall be at Manager’s expense.

      


      7.21 Manager’s
        Risk. Failure to obtain any requisite
        license, consent, permit, registration, right or Regulatory Approval shall
        not
        prejudice this Agreement, the Purchase Agreement or, in particular, the Purchase
        Price payable under the Purchase Agreement. Manager shall solely and exclusively
        bear all risks associated with not obtaining any or all of the Regulatory
        Approvals.

      


      7.22 Exclusion
        of Liability. 

      


      (a) All
        conditions, representations (including pre-contractual
        negligent and innocent misrepresentations) and warranties express or implied,
        and whether statutory or otherwise, relating to VDUL are expressly excluded.
        In
        particular, but without limitation, all representations and warranties as
        to
        title, quiet possession, enjoyment, quality, condition, state or description
        of
        VDUL or their fitness or suitability for any purpose whatsoever or whether
        the
        Regulatory Approvals or any of them will be forthcoming are expressly
        excluded.

       

      
        
          
          

        

        
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      (b) Any
        claim of Manager, or of any person claiming through it,
        against Vanco or the Administrators shall take effect as an unsecured claim
        and
        not as an administration expense.

      


      (c) The
        exclusions of liability in this Agreement shall:

      


      
        	 	
                (i)

              	
                arise
                  and continue notwithstanding the termination of
                  Administrators' agency before or after the signing of this Agreement
                  and
                  shall operate as waivers of any claims in tort as well as under
                  the law of
                  contract;

              


      

      


      
        	 	
                (ii)

              	
                be
                  in addition to and not in substitution for and
                  notwithstanding any right of indemnity or relief otherwise
                  available;

              


      

      


      
        	 	
                (iii)

              	
                continue
                  after termination
                  hereof.

              


      

      


      (d) Nothing
        in this Agreement shall operate to restrict or
        affect in any way any right of Administrators to be indemnified, or to exercise
        a lien howsoever.

      


      (e) In
        the absence of an express provision to the contrary,
        nothing in this Agreement shall require Vanco or Administrators to carry
        out or
        continue to carry out any arrangement or contract, whether single or of
        continuing effect, with third parties and whether in relation to VDUL or
        otherwise.

      


      (f) Any
        claim against Vanco and/or against Administrators (or
        their firm, partners, employees, agents, advisers or representatives) related
        to
        this Agreement shall in any event and in addition to the exclusions of liability
        contained in this Agreement, be irrevocably waived by Manager unless made
        in
        writing by notice to Administrators within 30 days after the Closing Date.

      


      (g) The
        exclusions and limitations contained in this Agreement
        shall not apply in the case of any fraudulent misrepresentation made by Seller
        or Administrators or their respective agents or insofar as any action against
        any of them is based upon the fraud of Seller or Administrators or their
        respective agents.

      


      (h) Administrators
        are party to this Agreement solely to obtain
        the benefit of the exclusions and limitations on liability and undertakings
        in
        their favor.

      


      7.23 Exclusion
        of Personal Liability.

      


      (a) Administrators
        are agents of Seller and have been acting in
        that capacity in the negotiation, preparation and implementation of this
        Agreement.

       

      (b) Neither
        Administrators nor their firm, staff, employees,
        advisers and agents shall incur personal liability under this Agreement or
        any
        other deed, instrument or document entered into pursuant to it and any liability
        to which Administrators or their staff, employees, advisers and agents would
        otherwise be subject (whether in contract, tort or otherwise) is expressly
        excluded.

       

      
        
          
          

        

        
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      (c) Any
        right under this Agreement which is for the benefit of
        Administrators (and in particular, without prejudice to the generality of
        the
        foregoing, any right to be indemnified by Manager and the rights granted
        hereunder and all rights to receive any payment from Manager) shall also
        be for
        the benefit of, and shall be exercisable by, any subsequent administrator,
        liquidator or other insolvency practitioner (a "Subsequent Appointee") appointed
        in respect of Seller and so that, as regards such Subsequent Appointee, the
        relevant clause shall apply mutatis mutandis so that references to
        Administrators shall be treated as references to such Subsequent
        Appointee.

       

      [SIGNATURES
        APPEAR ON THE FOLLOWING PAGE]


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have caused this
        Agreement to be executed and delivered as of the date first above written.

      


      
        	
                “Vanco”

              	 
	 	 
	
                Vanco
                  plc (in administration) represented by one of its
                  Administrators 

                (acting
                  as agent for and on behalf of Vanco without personal
                  liability)

              	 
	 	 
	
                By:

              	
                ____________________________________

              	 
	 	 
	
                Name:

              	
                Simon
                  Granger

              	 
	 	 
	
                Title:

              	
                Administrator

              	 
	 	 
	
                “Administrators”

              	 
	 	 
	
                On
                  behalf of the Administrators (without personal
                  liability)

              	 
	 	 
	
                By:

              	
                ____________________________________

              	 
	 	 
	
                Name:

              	
                Simon
                  Granger

              	 
	 	 
	
                Title:

              	
                Administrator

              	 
	 	 
	
                “Manager”

              	 
	 	 
	
                Capital
                  Growth Acquisition, Inc.

              	 
	 	 
	
                By:

              	
                ____________________________________

              	 
	 	 	 
	
                Name:

              	
                Patrick
                  C. Shutt

              	 
	 	 	 
	
                Title:

              	
                CEO

              	 


      

       

    

    
      
        
        

      

      
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