10.5


    EXHIBIT
      10.5

     

    AGREEMENT

     

    THIS
      AGREEMENT
      is made
      as of December 31, 2005 between Cancable Inc., an Ontario corporation
      (“Cancable
      Canada”),
      Cancable Holding Corp., a Delaware Corporation (“Cancable
      Parent”),
      and
      Cancable, Inc., a Nevada corporation, (“Cancable
      Subsidiary”)
      Creative Vistas, Inc., an Arizona corporation (“CVAS”)
      and
      Laurus Master Fund, Ltd., (“Laurus”).

     

    WHEREAS,
      Cancable Parent has issued an Option (as amended, modified or supplemented
      from
      time to time, the “Option”)
      to
      Laurus to purchase up to 49% of the common stock of Cancable Parent (subject
      to
      adjustment as set forth therein).

     

    NOW
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties agree as follows:

     

    	1.    	
            Unanimous
              Shareholders Agreement.
              Forthwith following the exercise of the Option in whole or in part
              pursuant to Section 1.1 of the Option, each of Cancable Parent, Creative
              Vistas, Inc. and Laurus agree to negotiate in good faith the terms
              of a
              unanimous shareholder agreement mutually agreeable to each of them,
              which
              unanimous shareholder agreement shall at a minimum set forth the
              requirement for Laurus to consent to those matters described in Section
              3
              hereof and addressing other matters typical of a unanimous shareholder
              agreement such as governance and transfer
              restrictions.

          


     

    	2.    	
            Dividend.
              Within 30 days of the end of each fiscal quarter following the later
              of
              (i) the exercise of the Option in whole or in part and (ii) payment
              in full to Laurus of all amounts (including interest) owing and
              outstanding under the Secured Term Note executed by Cancable Inc. in
              the
              aggregate principal amount of USD6,865,000 dated the date hereof (the
              “Secured
              Term Note”)
              (it being acknowledged and agreed that failure to pay any amount owing
              and
              outstanding under the Secured Term Note when due will not operate or
              otherwise serve to delay payment of the dividend contemplated hereby),
              Cancable Parent (to the extent permitted by applicable law) shall,
              and
              shall cause each of Cancable Canada and Cancable Subsidiary, to declare
              and pay a dividend to each of its common stockholders, equal to 50%
              of (A)
              the net operating cashflow generated by the respective company for
              such
              fiscal quarter (calculated (1) in accordance with US GAAP, (2) in a
              manner
              consistent with prior fiscal periods, (3) in a manner reasonably
              acceptable to Laurus and, for greater certainty, (4) without deduction
              for
              capital expenditures) less (B) capital expenditures made by the respective
              company in such fiscal quarter (to a maximum of 25% of the net operating
              cash flow calculated in accordance with clause (A)). In the event that
              Cancable Parent establishes or acquires any direct or indirect subsidiary
              after the date hereof, Cancable Parent shall also cause such subsidiary
              to
              declare and pay a dividend to each of its common stockholders, equal
              to
              50% (A) the net operating cashflow generated by such subsidiary for
              such
              fiscal quarter (calculated (1) in accordance with US GAAP, (2) in a
              manner
              consistent with prior fiscal periods, (3) in a manner reasonably
              acceptable to Laurus and, for greater certainty, (4) without deduction
              for
              capital expenditures) less (B) capital expenditures made by such
              subsidiary in such fiscal quarter (to a maximum of 25% of the net
              operating cash flow calculated in accordance with clause
              (A)).

          


     

    	3.    	
            Material
              Decisions.
              Until such time as Laurus and its affiliates no longer hold common
              shares
              representing 5% or more of the outstanding common shares of Cancable
              Parent (or securities representing the right to acquire 5% or more
              of the
              outstanding common shares of Cancable Parent), each of Cancable Parent,
              Cancable Canada and Cancable Subsidiary shall neither implement or
              effect
              (or otherwise resolve or agree to implement or effect), nor in any
              manner
              cause or permit any of their respective subsidiaries to implement or
              effect (or otherwise resolve or agree to implement or effect) any of
              the
              following actions without the prior approval of Laurus (which approval
              shall not be unreasonably withheld)
              and CVAS shall neither implement or effect (or otherwise resolve or
              agree
              to implement or effect) the action set forth in paragraph (j) below,
              nor
              cause or permit Cancable Parent, Cancable Canada, Cancable Subsidiary
              or
              any of their respective subsidiaries to implement or effect (or otherwise
              resolve to implement or effect) any of the following actions without
              the
              prior approval of Laurus (which shall not be unreasonably
              withheld):

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	(a)    	
            except
              as contemplated by this Agreement, (i) declare or pay any dividends
              or
              make any other distribution in respect of any securities of each of
              Cancable Parent, Cancable Canada and Cancable Subsidiary, and (ii)
              make
              any distribution of any nature (including repayment of loans) to any
              person not acting at arm’s length with Cancable Parent, Cancable Canada
              and/or Cancable Subsidiary or any of their respective shareholders
              other
              than, in each case, contributions to the corporate expenses and overhead
              of CVAS not to exceed, when aggregated with all distributions made
              to CVAS
              contemplated by this paragraph (a) and all management services and
              analogous fees paid to CVAS, Cdn.$350,000 per
              annum;

          


     

    	(b)    	
            sell
              or dispose of any assets or property by Cancable Parent, Cancable Canada
              and/or Cancable Subsidiary during any fiscal year in which any amount
              remains outstanding under the Secured Term Note (whether in one or
              more
              transactions) in contravention of the provisions of the Secured Term
              Note
              and in any fiscal year thereafter (whether in one or more transactions)
              with an aggregate book value in excess of $
              Cdn.250,000;

          


     

    	(c)    	
            make
              or commit to make during any fiscal quarter, capital expenditures
              exceeding, in the aggregate, 25% of the net operating cash flow of
              the
              company for such fiscal quarter (calculated in accordance with section
              2
              of this Agreement);

          


     

    	(d)    	
            establish,
              acquire or otherwise become an equity holder (including, for greater
              certainty, a holder of securities convertible into equity) in any
              corporate entity or any partnership, equity joint venture or similar
              arrangements;

          


     

    	(e)    	
            hire
              any employee whose annual remuneration exceeds Cdn.$300,000 per annum
              (inclusive of all benefits), or amend, terminate or otherwise alter
              or
              waive the terms of any employment, consulting or management contract
              with
              respect to an individual whose annual remuneration exceeds that
              amount;

          


     

    	(f)    	
            enter
              into any transactions outside the ordinary course with officers, directors
              or employees or members of their families or other persons with whom
              they
              do not act at arm’s length;

          


     

    	(g)    	
            enter
              into (other than in the ordinary course to fund working capital needs)
              or
              materially modify any credit facility;

          


     

    	(h)    	
            create
              any mortgage, lien, charge or other form of encumbrance with respect
              to
              any of the assets of Cancable Parent, Cancable Canada and/or Cancable
              Subsidiary or their respective subsidiaries other than for the benefit
              of
              Laurus and other than Permitted Liens within the meaning ascribed thereto
              in Schedule A hereto;

          


     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    	(i)    	
            materially
              alter the fundamental nature of the business of Cancable Parent, Cancable
              Canada and/or Cancable Subsidiary (other than in a manner consistent
              with
              the fundamental business presently undertaken by CVAS) or otherwise
              engage
              in other businesses or activities that are not incidental to the
              businesses or activities presently undertaken by Cancable Parent, Cancable
              Canada and/or Cancable Subsidiary; 

          


     

    	(j)    	
            enter
              into any agreement with a term in excess of one year which contemplates
              the payment by Cancable Parent, Cancable Canada and/or Cancable Subsidiary
              of more than Cdn.$750,000 in the aggregate during its
              term;

          


     

    	(k)    	
            issue
              or sell any of the share in the capital of, or any rights, warrants
              or
              securities convertible into or exercisable or exchangeable for any
              share
              in the capital of, Cancable Parent, Cancable Canada and/or Cancable
              Subsidiary, including by way of initial public
              offering;

          


     

    	(l)    	
            purchase
              any of the shares in the capital of Cancable Parent, Cancable Canada
              and/or Cancable Subsidiary, except pursuant to the exercise of any
              retraction or redemption right which attached to such shares in the
              capital of Cancable Parent, Cancable Canada and/or Cancable
              Subsidiary;

          


     

    	(m)    	
            wind
              up, dissolve or liquidate Cancable Parent, Cancable Canada and/or Cancable
              Subsidiary;

          


     

    	(n)    	
            continue
              under the laws of another jurisdiction of Cancable Parent, Cancable
              Canada
              and/or Cancable Subsidiary;

          


     

    	(o)    	
            change
              the fiscal year of Cancable Parent, Cancable Canada and/or Cancable
              Subsidiary (other than the change in fiscal year to December 31 currently
              contemplated); or

          


     

    	(p)    	
            amend
              the articles or by-laws of Cancable Parent, Cancable Canada and/or
              Cancable Subsidiary in such a manner as to adversely affect the interests
              of Laurus.

          


     

    	4.    	
            Term
              of Agreement.
              This Agreement shall be effective for so long as Laurus holds the Option
              or any portion thereof or any shares of the common stock of Cancable
              Parent acquired upon the exercise of the Option in whole or in
              part.

          


     

    	5.    	
            Governing
              Law.
              This Agreement shall be governed by and construed and enforced in all
              respects in accordance with the laws of the Province of Ontario and
              the
              Federal laws of Canada.

          


     

    ***
      THE BALANCE OF THIS PAGE INTENTIONALLY BLANK.

    SIGNATURE
      PAGES TO FOLLOW ***

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    	6.    	
            Counterparts.
              This Agreement may be executed in one or more counterparts, each of
              which
              shall be deemed an original and all of which when taken together shall
              constitute one and the same agreement. Any signature delivered by a
              party
              by facsimile transmission or by sending a scanned copy by electronic
              mail
              shall be deemed an original signature
              hereto.

          


     

    
       

      CANCABLE
        HOLDING CORP.

       

      Per:  
        /s/
        Sayan
        Navaratnam

        
          

        

      

      Name:
        Sayan
        Navaratnam

      Title:
        Chairman
        and CEO

       

      Per:

        
          

        

      

      Name:

      Title:

       

       

      CANCABLE
        INC.

       

      Per: 
        /s/
        Ross
        Jepson

      
        

      

      Name:
        Ross Jepson

      Title:
        President

       

       

      Per:

        
          

        

      

      Name:

      Title:

       

       

      CANCABLE,
        INC.

       

      Per: 
        /s/
        Ross
        Jepson

      
        

      

      Name:
        Ross Jepson

      Title:
        President and Secretary

       

       

      Per:

        
          

        

      

      Name:

      Title:

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

       

      CREATIVE
        VISTAS, INC.

       

      Per: 
        /s/
        Sayan
        Navaratnam

      
        

      

      Name:
        Sayan
        Navaratnam

      Title:

       

      Per:

      
        

      

      Name:

      Title:

       

       

      LAURUS
        MASTER FUND, LTD.

       

       

      Per: 
        /s/
        David
        Grin

      
        

      

      Name:
        David Grin

      Title:
        Director

       

       

      Per:

        
          

        

      

      Name:

      Title:

       

    

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    


    SCHEDULE
      A

     

    DEFINITIONS

     

    “Permitted
      Liens”
means
      (a) liens for taxes not yet due and payable; (b) mechanics’,
      materialmans’, suppliers’, vendors’ or similar liens arising in the ordinary
      course of business securing amounts which are not delinquent and for which
      adequate reserves are kept on the financial statements and books and records
      of
      the appropriate person; and (c) liens created pursuant to equipment leases
      entered into in the ordinary course of business which encumber the property
      which is the subject of the lease.