assetpurchase.htm


    Exhibit
10.1

     

    ASSET PURCHASE
AGREEMENT

     

    


     

    THIS ASSET PURCHASE AGREEMENT
(the “Agreement”), made and entered into as of this 31st day of December, 2008,
by and between the Buyer, as defined below, and the Seller, as defined
below.

     

    As used
in this Agreement, the term “Buyer” includes ERF Wireless, Inc., a Nevada
corporation (“Parent”), and ERF Wireless Bundled Services, Inc., a Texas
corporation and wholly-owned subsidiary of Parent, (“Subsidiary”).

     

    As used
in this Agreement, the term “Seller” means Centramedia, Inc., D.E. Rice
Management Corporation, D.E. Rice Equipment Corporation and D.E. Rice
Construction Company, collectively as sellers (“Centramedia”), Texas
corporations headquartered in Pampa, Texas.

     

    W
I T N E S S E T H:

     

    WHEREAS, Seller presently
operates a business engaged in providing a comprehensive full range of Internet
services including Internet Access, dial-in, ISDN, wireless, and networking
solutions to commercial businesses and residential customers (the “Business”);
and

    


    WHEREAS, Seller desires to
sell substantially all of the assets and contracts of the Business to Buyer, and
Buyer desires to purchase such assets and contracts from Seller, on the terms
and subject to the conditions set forth herein.

     

    NOW, THEREFORE, Buyer and
Seller, in consideration of the mutual promises hereinafter set forth, do hereby
promise, and agree as follows:

     

    ARTICLE ONE: ASSETS TO BE
PURCHASED

     

    
      	
              1.1

            	
              Subject
      Assets.  Upon the terms and subject to the conditions set
      forth in this Agreement, Seller hereby sells to Subsidiary and Subsidiary
      hereby purchases from Seller, at the Closing, all of Seller's right,
      title, and interest in substantially all of the assets associated with the
      Business, including the following:

            


    

    


    The
assets being acquired includes the right, title, and interest in substantially
all of the assets associated with the Business, including:

    
      	
               
      

            	
              a.

            	
              Real
      property / physical locations at 112 and 114 East Francis, i.e., Main
      office, store front, NOC and towers located on such real
      property.

            


    

    
      	
               
      

            	
              b.

            	
              all
      wireless network infrastructure equipment, including subscriber units,
      access nodes, backhaul links, towers, radios, antennas, switches, routers
      and servers with related software;

            


    

    
      	
               
      

            	
              c.

            	
              all
      cash, cash equivalents, accounts receivable (including, without
      limitation, any deposit accounts)

            


    

    
      	
               
      

            	
              d.

            	
              all
      inventory, equipment, goods, documents pertaining to the operations and
      instruments of the Business;

            


    

    
      	
               
      

            	
              e.

            	
              all
      vehicles and trailers;

            


    

    
      	
               
      

            	
              f.

            	
              all
      rights to equipment, tower and facilities space leases for the Business
      (“Assumed Leases”);

            


    

    
      	
               
      

            	
              g.

            	
              all
      transferable customer and contractual rights held by the Business,
      including ISP Subscriber Agreements, all Design Agreements, Equipment
      Purchase Agreements, Internet Access and Monitoring and Maintenance
      Agreements with customers with fixed wireless
  broadband;

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    


    
      	
               
      

            	
              h.

            	
              all
      general intangibles (including trademarks, trade names and symbols) used
      in connection with Centramedia Online
Services;

            


    

    
      	
               
      

            	
              i.

            	
              all
      work in progress, and all other contracts and agreements relating to the
      Business;

            


    

    
      	
               
      

            	
              j.

            	
              all
      transferable equipment and software related to the
    Business;

            


    

    
      	
               
      

            	
              k.

            	
              all
      Internet address space registered with the American Registry for Internet
      Numbers, (“ARIN”) by “Centramedia Online Services” and its internet
      suppliers that is transferable according to the rules, regulations or
      procedures promulgated by ARIN;

            


    

    
      	
               
      

            	
              l.

            	
              all
      legally assignable government permits, licenses and certifications for the
      Business ("Governmental Permits");
and

            


    

    
      	
               
      

            	
              m.

            	
              all
      documents, files and records containing technical support, all additions,
      accessions and substitutions thereto and other information pertaining to
      the Business in Seller’s possession or control (collectively, “Purchased
      Assets” set forth in Schedule 1.1).

            


    

    


    Documentation
that will be provided pursuant to the purchase will include copies of the
following books, records, manuals and other materials in any tangible form to
the extent relating to the Business and/or the Subject Assets: records relating
to customers that are parties to any contracts, records relating to vendors, and
all other books, records, files, correspondence, documents and information owned
by Seller relating to the Business that are currently in the possession of the
employees of the Business, however maintained or stored (collectively, the
“Records”), it being understood that the Seller may cause to be deleted
confidential information that does not relate to the Subject Assets or the
Business.

     

    
      	
              1.2

            	
              Excluded
      Assets.  The Subject Assets shall not include the
      following (herein referred to as the "Excluded
  Assets"):

            


    

    


    
      	
               
      

            	
              all
      corporate minute books, stock transfer books and other documents relating
      to the organization, maintenance and existence of Seller as a corporation
      ("Corporate Documents");

            


    

     

    
      	
               
      

            	
              all
      rights of Seller pursuant to this Agreement, including the consideration
      paid to Seller pursuant to this
Agreement;

            


    

     

    
      	
               
      

            	
              all
      originals of personnel records and other records that Seller is required
      by applicable law to retain in its
possession;

            


    

     

    all tax refunds which Seller is
due;

     

    all
capital stock in Seller; and

    


    
      	
               
      

            	
              any
      other item specifically listed in Schedule
1.2.

            


    

    


    1.3           Purchase
Price; Payment of Purchase Price. In addition to the Assumed Liabilities
described below, the aggregate consideration for the Subject Assets (the
“Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price
shall be subject to adjustment as set forth in Section 1.7 below as so
adjusted.

    


    1.4    Payment
Terms. The Purchase Price shall be payable at the Closing date as
follows:

    


    
      	
               
      

            	
              Ø

            	
              $150,000
    cash

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

    


    
      	
               
      

            	
              Ø

            	
              $600,000 Secured Convertible
      Note Payable to Seller (“Note”) attached hereto as Exhibit 1.4.3,
      which terms of said Note are incorporated herein at this point as if set
      forth in full – 3 year note at 7.5% interest with quarterly payments in
      the amount of $56,341.87 beginning ninety (90) days following
      Closing.  The Note Holder will
      have a “one-time” option to convert the note into Parent Company Stock at
      $0.75 per share on or before the 1st anniversary of the
      Note.  The Buyer shall have the right to make the Secured
      Promissory Note (“Note”) quarterly installments, until the entire
      outstanding balance has been repaid, to be made with cash or Freely
      Tradable common stock of the Parent.  Freely Tradable common
      stock shall mean fully registered securities which are not subject to any
      contractual, regulatory or other legal restrictions on their transfer, are
      free and clear of all liens and encumbrances and are freely tradable to
      members of the general public.  The Note shall be secured by
      100% of the Purchased Assets of Seller under a Pledge Agreement and
      Security Agreement executed concurrent with this Note.  The
      Buyer may prepay the Note at any time.  In this regard, Buyer
      guarantees the Holder that the underlying value of the common stock used
      to discharge any quarterly payment shall maintain or exceed the cash value
      of the quarterly payment for a period of 90 days from the payment
      date.  Otherwise, Buyer shall promptly deliver additional shares
      or cash for any difference between the value of the common stock delivered
      as a quarterly payment and the value of said shares 90 days
      thereafter.  Should Buyer elect to pay a quarterly payment in
      Freely Tradable common stock of Parent, Parent will execute a Guaranty
      Agreement, in form and substance acceptable to Holder, that shall
      guarantee the Holder the underlying value of the common stock as of the
      quarterly payment due date for a period of 90 days from the payment date.
      Valuation of the shares shall be based upon the same method and will
      initially be based upon the closing trade price of Parent’s common stock
      on the OTCBB as quoted under the symbol “ERFW" as of the payment
      date.  Parent agrees to grant Seller piggy-back registration
      rights to all Restricted Stock issued to Seller as part of the Definitive
      Agreements and will agree to provide its transfer agent with an opinion
      letter and instructions to remove the restricted legend from Seller’s
      shares in accordance with SEC Rule
144.

            


    

    
      	
               
      

            	
              Ø

            	
              $1,250,000 to be paid by
      issuance of Rule 144 Restricted Stock priced at trailing 10 day
      average prior to closing. Buyer agrees to make up any shortfall in Freely
      Tradable common stock if the aggregate value of all shares issued are sold
      in open market transactions and total less than $1,250,000 unless the
      shortfall expires according the following provisions.  The
      shortfall guarantee shall expire on the earlier of (a) the liquidation of
      $1,250,000 in value, (b) upon the market value of the aggregate of sold
      and unsold shares reaching $1,750,000 after the 6-month tacking period for
      Rule 144 Restricted Stock or (c) 18 months following the
      closing.

            


    

    


    In
accordance with the Pledge Agreement (Exhibit 1.4.4.1) and the Security
Agreement (Exhibit 1.4.4.2) to this Agreement, Parent agrees to guarantee the
faithful payment of the Purchase Price by pledging Buyer the first lien position
in the assets acquired and set forth in the Bill of Sale back to Seller through
the date that the Purchase Price (including all components and payment terms of
the Purchase Price) has been paid in full.

    


    1.5 Assumed
Liabilities; No Other Assumption of Liabilities. As partial consideration
for the Subject Assets, Subsidiary shall deliver to Seller at Closing an
Assignment and Assumption Agreement pursuant to which Subsidiary shall assume
and pay, perform or discharge, as appropriate, the liabilities and obligations
of Seller (the “Assumed Liabilities”)

     

    
      	
               
      

            	
              a.

            	
              arising
      in connection with the operation of the Business by the Purchaser after
      the closing date,

            


    

    
      	
               
      

            	
              b.

            	
              arising
      after the closing date in connection with the performance by the Purchaser
      of the contracts and agreements associated with the Business assigned to
      Purchaser, including; ISP Subscriber Agreements, tower leases, telecomm
      and bandwidth costs, office lease with the City of Pampa and utilities in
      effect pertaining to the Business, and the Equipment Purchase, Monitoring
      and Maintenance Agreements in existence with all customers
    and

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


     

    


    
      	
               
      

            	
              c.

            	
              accounts
      payable outstanding, if any remained unpaid by Seller, as of the closing
      date as limited and subject to the adjustments set forth in section 1.7 –
      Adjustments to Purchase Price.

            


    

    


    Buyer
shall not assume or be responsible for any such liabilities or obligations that
arise from breaches thereof or defaults by Seller prior to the Closing, all of
which liabilities and obligations shall constitute “Specified Retained
Liabilities” and all such liabilities shall either be retained by Seller or be
fully paid prior to Closing.

     

    Except
for the Assumed Liabilities, Buyer shall not assume or be obligated under, or
become liable for, any debt, liability, contract or obligation whatsoever of
Seller or the Business, and Seller shall be responsible for the payment or
performance and full discharge of all debts, liabilities, contracts and
obligations whatsoever of Seller, including those of the Business accruing prior
to the Closing and the Specified Retained Liabilities. In particular (and by way
only of example and not by way of limitation), Seller shall be and remain solely
responsible for, and shall timely pay or perform and discharge, all debts,
liabilities, contracts and obligations with respect to the Business other than
the Assumed Liabilities (collectively, together with those liabilities and
obligations described in Section 2.2 as constituting the same, “Specified
Retained Liabilities”): (i) ) any tax liability or obligation relating to
transactions or periods prior to and including the Closing Date (but excluding
any sales, use, transfer or other tax obligation resulting from the transactions
contemplated by this Agreement, which Buyer hereby agrees to be responsible
for); (ii) any liability or obligation to Seller's employees for salaries and
wages whether relating to the termination of their employment or otherwise
arising, relating to periods prior to and including the Closing; and (iii) any
legal claim or any other liability or obligation whatsoever incurred by Seller
relating to the Business for periods or occurrences prior to and including the
Closing Date.

     

    1.6  Allocation
of Purchase Price.  Seller and Buyer shall cooperate to
determine (in accordance with applicable U.S. Treasury regulations promulgated
under Section 1060 of the U.S. Internal Revenue Code, as amended, the allocation
of the Purchase Price and the liabilities of Seller (plus other relevant items)
among the Subject Assets as of the Closing Date.  Such allocation
shall be made in a manner consistent with the fair market value of such
assets.  Each of the parties will file all tax returns and information
reports (including the IRS Form 8594 and any disclosures that are required under
Section 1060 of the Internal Revenue Code) in a manner consistent with such
allocation.

     

    1.7  Adjustments
to Purchase Price.  The Purchase Price shall be subject to the
following additional credits and adjustments (either as additions or reductions
to the Purchase Price, as the case may be), which shall be reflected in the
closing statements to be executed and delivered by Buyer and Seller as
hereinafter provided: (a) Cash plus accounts receivable plus any prepaid
expenses, (including but not limited to taxes and other similar items directly
related to the Assumed Liabilities which shall be prorated at Closing) less (b)
any accounts receivable collected and not set aside in Seller’s bank account(s)
against bills in advance or prepaid services for any service periods
post-Closing and (c) trade accounts payable, credit card obligations for
business expenses paid by Purchaser on behalf of Seller for obligations and
services rendered prior to the Closing.  Notwithstanding the above
provision, Seller agrees to track and set aside in the Seller’s bank account(s)
such funds received against post-Closing service periods. The amount of this
adjustment shall be identified as Purchase Price Adjustment
(“PPA”).  At the end of a ninety-day period immediately after Closing,
Purchaser and Seller shall review the PPA and revise it as follows:

     

    
      
        	
              	
                i.

              	
                Reduce
      or increase the PPA as the case may be by an amount equal to any customer
      accounts receivable purchased at Closing that are deemed uncollectible or
      understated;

              


      

    

    
      
        	
              	
                ii.

              	
                Decrease
      or increase the PPA as the case may be by an amount equal to any increase
      in the accounts payable assumed by Purchaser at Closing which resulted
      from such accounts payable having been understated-yet-due by Seller as of
      the Closing date or
overstated.

              


      

    

     

    Purchaser
and Seller shall review this revision and upon mutual agreement, the amount of
the Rule 144 Restricted Stock described in section 1.4 may be increased or
decreased.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    ARTICLE TWO:
CLOSING

     

    2.1 Time and
Place of Closing; Closing Deliveries. The closing of the purchase and
sale contemplated herein (the “Closing”) shall take place at 11:00 a.m., on
December 31, 2008 at the offices of Parent, located at League City, Texas, or
such time and date as the parties may agree upon. The date of Closing is
hereinafter referred to as the “Closing Date.”

     

    At the
Closing, Seller shall deliver to Buyer according to Buyer’s
instructions:

     

    
      	
               
      

            	
              a.

            	
              by
      wire transfer or certified bank check, an amount equal to $150,000, in
      U.S. Dollars,

            


    

     

    
      	
               
      

            	
              b.

            	
              (b)
      $1,250,000 of Restricted Stock of the
Parent,

            


    

     

    
      	
               
      

            	
              c.

            	
              (c)
      an executed, Secured $600,000 Promissory Note and Pledge and Security
      Agreement; and

            


    

     

    
      	
               
      

            	
              d.

            	
              (e)
      the documents, certificates, agreements and instruments described in
      Section 2.2.  Buyer shall deliver to Seller the documents,
      certificates, agreements and instruments described in Sections 2.2 and
      2.3.

            


    

     

    2.2 Conditions
Precedent to Buyer's Obligation. The obligation of Buyer to consummate
the transactions contemplated herein is subject to the satisfaction (or, in
Buyer's sole discretion, written waiver thereof) as of the Closing of the
following conditions:

     

    The
representations and warranties of Seller made in this Agreement shall be true
and correct in all material respects at Closing.

     

    No
demand, action, suit, audit, investigation, review, claim or other legal or
administrative proceeding (collectively, a “Proceeding”) by any nation or
government, any state or other political subdivision thereof, including any
governmental agency, department, commission, or instrumentality of the United
States, any State of the United States or any political subdivision thereof or,
any self-regulatory agency or authority (collectively, “Governmental Authority”)
or other person shall have been instituted or threatened against Seller which
seeks to enjoin, restrain or prohibit, or which questions the validity or
legality of, the transactions contemplated hereby or which otherwise seeks to
affect or could reasonably be expected to affect the transactions contemplated
hereby.

     

    Seller's
shareholders shall have approved this Agreement and the transactions
contemplated thereby.

     

    Seller
shall have performed in all material respects its obligations described in
Section 5.1.

     

    The
Seller, Dwight Rice and Mike Williams, except for providing services to benefit
the Buyer during a transition and integration period, will also agree not to be
involved in any way with the Internet Access industry until 3 years from the
date of Closing, provided the Buyer and Parent meet all obligations to Seller
under this Definitive Agreement.

    


     

    Buyer
shall have received from Seller all of the following:

     

    A bill of
sale including a complete listing of assets, in form and substance satisfactory
to Buyer, duly executed by Seller (collectively, the “Bill of Sale”), conveying
to Buyer the Subject Assets free and clear of all pledges, security interests,
or other similar liens granted by Seller and free and clear of all other adverse
claims of any kind whatsoever known by Seller (collectively, “Encumbrances”),
except (i) encumbrances for taxes, the payment of which is not delinquent, (ii)
materialmen's, warehousemen's, mechanic's, lender’s, lessor’s, or other
Encumbrances arising by operation of law in the ordinary course of business for
sums not due and which do not materially detract from the value of such assets
or properties or materially impair the operation of the Business, and (iii)
statutory Encumbrances incurred in the ordinary course of business in connection
with worker's compensation, unemployment insurance or other forms of
governmental insurance or benefits (collectively "Permitted Encumbrances")
;

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


     

    An
assignment and assumption agreement in the form of Exhibit 4 (the “Assignment
and Assumption Agreement”), duly executed by Seller;

     

    Trademark,
copyright and other intellectual property assignment documents reasonably
requested  by Buyer to fully effectuate use or transfer of the
intellectual property within the Subject Assets, each duly executed by
Seller;

     

    Actual or
constructive physical possession of all of the Subject Assets and the
Records;

    A
certificate of the Secretary of Seller certifying, as complete and accurate as
of the Closing, attached copies of the governing documents of Seller, certifying
and attaching all requisite resolutions or actions of Seller's board of
directors and shareholders approving the execution and delivery of this
Agreement and the consummation of the contemplated transactions
and  the change of name contemplated by Section 1.1 and certifying to
the incumbency and signatures of the officers of Seller executing this Agreement
and any other document relating to the contemplated transactions  and
accompanied by the requisite documents for amending the relevant governing
documents of Seller required to effect such change of name in form sufficient
for filing with the appropriate Governmental Body

     

    2.3 Conditions
Precedent to Seller's Obligations. The obligation of Seller to consummate
the transactions contemplated hereby is subject to satisfaction as of the
Closing of the following conditions (or, in the sole discretion of Seller,
written waiver thereof):

     

    The
representations and warranties of Buyer made in this Agreement shall be true and
correct in all material respects at Closing.

     

    No
proceeding by any Governmental Authority or other person shall have been
instituted or threatened against Buyer which seeks to enjoin, restrain or
prohibit, or which questions the validity or legality of, the transactions
contemplated hereby or which otherwise seeks to affect or could reasonably be
expected to affect the transactions contemplated hereby.

     

    Buyer’s
operations have been in compliance with all applicable laws and regulations that
could have a material adverse impact on the Business.

     

    Buyer
shall have performed in all material respects its obligations described in
Section 5.1 and elsewhere in this Agreement.

     

    Seller
shall have received from Buyer all of the following:

     

    The
Purchase Price (including the Secured Promissory Notes, and Pledge and Security
Agreements, all duly executed by Buyer) as provided in Sections 1.4
and  2.1; and

     

    The
Assignment and Assumption Agreement, duly executed by Subsidiary;

     

    A
certificate of the Secretary of each of Parent and Subsidiary certifying, as
complete and accurate as of the Closing, attached copies of the governing
documents of Parent and Subsidiary as amended and restated, respectively, and
certifying and attaching all requisite resolutions or actions of Buyer's board
of directors approving the execution and delivery of this Agreement and the
consummation of the contemplated transactions and certifying to the incumbency
and signatures of the officers of Buyer executing this Agreement and any other
document relating to the contemplated transactions; and

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    2.4
Consents and Other Conditions to Closing.  It shall also be a
condition precedent to closing that:

     

    
      	
               
      

            	
              (a)

            	
              Buyer
      and Seller shall have obtained all necessary material consents or
      approvals from all governmental or regulatory authorities that are
      necessary to acquire the Subject Assets and to continue the historical
      operations of the Seller in the
Subsidiary;

            


    

     

    
      	
               
      

            	
              (b)

            	
              Seller
      shall not be involved in or threatened with any litigation that would have
      a material adverse effect on the Subject
Assets;

            


    

     

    Seller
shall have obtained all necessary consents from any utility companies,
landlords, lenders, suppliers and other third parties in connection with the
material contracts described in Exhibit 5 to be assumed by Subsidiary at Closing
("Material Consents"). If there are any Material Consents that have not yet been
obtained (or otherwise are not in full force and effect) as of the Closing, in
the case of each Seller contract as to which such Material Consents were not
obtained (or otherwise are not in full force and effect) (the "Restricted
Material Contracts"), Buyer may waive the closing conditions as to any
such Material Consent and either:

     

    
      	
               
      

            	
              (i)

            	
              elect
      to have Seller continue its efforts to obtain the Material Consents;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              elect
      to have Seller retain that Restricted Material Contract and all
      Liabilities arising therefrom or relating
  thereto.

            


    

     

    If Buyer
elects to have Seller continue its efforts to obtain any Material Consents and
the Closing occurs, notwithstanding Sections 1.1 and 1.5, neither this Agreement
nor the Assignment and Assumption Agreement nor any other document related to
the consummation of the contemplated transactions shall constitute a sale,
assignment, assumption, transfer, conveyance or delivery or an attempted sale,
assignment, assumption, transfer, conveyance or delivery of the Restricted
Material Contracts, and following the Closing, the parties shall use Best
Efforts (other than that Seller and Buyer shall have no obligation to offer or
pay any consideration in order to obtain any such Material Consents), and
cooperate with each other, to obtain the Material Consent relating to each
Restricted Material Contract as quickly as practicable.  Pending the
obtaining of such Material Consents relating to any Restricted Material
Contract, the parties shall cooperate with each other in any reasonable and
lawful arrangements designed to provide to Buyer the benefits of use of the
Restricted Material Contract for its term (or any right or benefit arising
thereunder, including the enforcement for the benefit of Buyer of any and all
rights of Seller against a third party thereunder).  Once a Material
Consent for the sale, assignment, assumption, transfer, conveyance and delivery
of a Restricted Material Contract is obtained, Seller shall promptly assign,
transfer, convey and deliver such Restricted Material Contract to Buyer, and
Buyer shall assume the obligations under such Restricted Material Contract
assigned to Buyer from and after the date of assignment to Buyer pursuant to a
special-purpose assignment and assumption agreement substantially similar in
terms to those of the Assignment and Assumption Agreement (which special-purpose
agreement the parties shall prepare, execute and deliver in good faith at the
time of such transfer, all at no additional cost to Buyer).  If there
are any Consents not listed on Exhibit 5 necessary for the assignment and
transfer of any Seller contracts to Buyer (the "Nonmaterial
Consents") which have not yet been obtained (or otherwise are not in full
force and effect) as of the Closing, Buyer shall elect at the Closing, in the
case of each of the Seller contracts as to which such Nonmaterial Consents were
not obtained (or otherwise are not in full force and effect) (the "Restricted
Nonmaterial Contracts"), whether to:

     

    (i)           accept
the assignment of such Restricted Nonmaterial Contract, in which case, as
between Buyer and Seller, such Restricted Nonmaterial Contract shall, to the
maximum extent practicable and notwithstanding the failure to obtain the
applicable Nonmaterial Consent, be transferred at the Closing pursuant to the
Assignment and Assumption Agreement as elsewhere provided under this Agreement;
or

    


    (ii)           reject
the assignment of such Restricted Nonmaterial Contracts, in which case,
notwithstanding Sections 1.1 and 1.5, (A) neither this Agreement nor the
Assignment and Assumption Agreement nor any other document related to the
consummation of the Contemplated Transactions shall constitute a sale,
assignment, assumption, conveyance or delivery or an attempted sale, assignment,
assumption, transfer, conveyance or delivery of such Restricted Nonmaterial
Contract, and  (B) Seller shall retain such Restricted Nonmaterial
Contract and all liabilities arising therefrom or relating
thereto.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    2.5
Failure of Conditions. If any of the
material conditions to Closing set forth in Sections 2.2, 2.3 and 2.4 have not
been satisfied, the party or parties entitled to the benefit of such material
conditions may elect to waive the requirement or terminate this Agreement
without further liability of the terminating party or to consummate the
transactions contemplated hereby.

     

     ARTICLE
THREE: WARRANTIES AND REPRESENTATIONS OF SELLER

     

    Seller
hereby warrants and represents to Buyer, which warranties and representations
shall survive the Closing for one year, as follows:

     

    3.1
Corporate Matters; No Conflict.  Seller is a corporation duly
incorporated, validly existing and in good standing under the Laws of the State
of Texas and has the authority and power, corporate and otherwise, to carry on
the Business in the places and in the manner presently conducted. Seller has the
corporate power and authority to enter into this Agreement and the agreements
and documents to be executed and delivered pursuant to this Agreement (the
“Ancillary Agreements”) by Seller and to consummate the transactions
contemplated hereby.

     

    The
execution, delivery and performance of this Agreement and the Ancillary
Agreements to be executed by Seller and the consummation of the transactions
contemplated hereby have been approved by all necessary corporate action, other
than the Seller's shareholders. This Agreement and the Ancillary Agreements to
be executed by Seller constitute, or, in the case of such Ancillary Agreements,
upon their execution and delivery by Seller, will constitute, valid and legally
binding obligations of Seller, enforceable against it in accordance with their
respective terms except as such enforceability may be limited by bankruptcy and
other Laws generally affecting the rights of creditors and general principles of
equity.

     

    To
Seller’s knowledge, there are no material adverse environmental liabilities
associated with the Seller's Business or the Subject Assets.

     

    Except as
set forth in Schedule 3, the execution, delivery and performance of this
Agreement and such Ancillary Agreements to be executed by Seller and the
consummation of the transactions contemplated hereby by such party: (i) does not
and will not violate, conflict with, or result in the breach of, or default
under, any term, condition or provision of, give rise to any right to terminate,
cancel, modify, accelerate or otherwise change the existing rights or
obligations of such party with respect to, (A) any domestic or foreign Federal,
state or local statute, law, ordinance, rule, administrative interpretation,
regulation, policy, guideline or other requirement of or by any Governmental
Authority, each as amended through the date hereof (collectively, “Laws”) which
is applicable to such party, the Business and/or the Subject Assets, (B) any
judgment, order, writ, injunction, decree, directive or award of any arbitrator
or Governmental Authority (collectively, an “Order”) which is applicable to such
party, the Business and/or the Subject Assets, (C) the charter documents of
Seller or any securities issued by Seller, or (D) any authorization, approval,
consent, qualification, permit or license (collectively, an “Authorization”) of
any Governmental Authority, or any material agreement, or other material
instrument, document or understanding, oral or written, to which such party is a
party, by which Seller may have rights or by which any of the Subject Assets may
be bound or affected; or (ii) result in the creation or imposition of any
Encumbrance except Permitted Encumbrances, on the Subject Assets.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


     

    No
Authorization or other action of, or registration, declaration, recording or
filing with, any Governmental Authority or other person (other than the approval
of the Board of Directors and shareholders of Seller) is required in connection
with the execution and delivery of this Agreement and/or any Ancillary
Agreements to be executed and delivered pursuant hereto by Seller and/or the
consummation by Seller of the transactions contemplated hereby.

     

    3.2 Title
to the Subject Assets.  Seller has good and valid title to all
of the assets constituting the Subject Assets described in Section 1.1, free and
clear of all Encumbrances except Permitted Encumbrances.

     

    3.3
Commitments; Customers and Vendors. To the knowledge of
Seller, the obligations listed on Exhibit 5 are all of the material agreements,
arrangements, and other commitments of the Business with its customers (whether
written, oral or otherwise) which, if not assigned to or assumed by Buyer as an
“Assumed Contract” hereunder, would result in liabilities or obligations of
Seller accruing after the Closing. True and correct copies of each of the
contracts and all amendments and modifications thereof, have been delivered to
Buyer. Assuming that the consent of the customers who are parties to the
contracts is obtained pursuant to consents (as defined in 5.1), all of the
contracts are assignable by Seller.

     

    3.4 Each
Assumed Contract is in full force and effect.  To the knowledge
of Seller, Seller has not been made aware of any facts that would suggest that
any of the material contracts within Subject Assets is not valid and binding or
enforceable in accordance with its terms, except as such enforceability may be
limited by bankruptcy and other Laws generally affecting the rights of creditors
and general principles of equity. Except as set forth in Schedule 3, neither
Seller nor, to the knowledge of Seller, any other party to a contract is in
breach or default under any contract (with or without the lapse of time, or the
giving of notice, or both).

     

    3.5
Brokers, Agents. Seller has not dealt with any agent, finder, broker or
other representative (other than representatives of Buyer) in any manner which
could result in Buyer being liable for any finder's, broker's or other fee or
commission in connection with the subject matter of this Agreement.

     

    3.6
Warranties True and Correct. No representation or warranty by Seller
contained in this Agreement or in any writing to be furnished pursuant hereto
contains or will contain any untrue statement of fact or omits or will omit to
state any material fact required to make the statements herein or therein
complete and not misleading.

     

    Exclusion
of Implied Warranties.  SELLER EXCLUDES AND DISCLAIMS ANY AND ALL
IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SUBJECT ASSETS AND EACH
OF THEM.  NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SELLER
MAKES NO WARRANTIES TO BUYER IN CONNECTION WITH THE SALE OR TRANSFER OF THE
SUBJECT ASSETS TO SUBSIDIARY OR THE CONDITION OR PROSPECTS OF THE BUSINESS OTHER
THAN THOSE EXPRESSLY SET FORTH IN THIS ARTICLE THREE.

     

    ARTICLE FOUR: WARRANTIES AND
REPRESENTATIONS OF BUYER

     

    Buyer
hereby warrants and represents to Seller, which warranties and representations
shall survive the Closing for a period of three (3) years following Closing as
follows:

     

    4.1
Corporate Matters; No Conflict. Buyer is a corporation duly organized,
validly existing and in good standing under the laws of the state where it was
incorporated.  Buyer has the authority and power, corporate or
otherwise, to carry on all business activities in the places and in the manner
currently conducted by it.  Buyer has the corporate power and
authority to enter into this Agreement and the Ancillary Agreements to be
executed and delivered by it and to consummate the transactions contemplated
hereby.  The execution, delivery, and performance of this Agreement
and the Ancillary Agreements by Buyer have been approved by all necessary
corporate action. This Agreement and the Ancillary Agreements to be executed and
delivered by Buyer constitute, or in the case of the Ancillary Agreements, upon
their execution and delivery by Buyer, will constitute, valid and legally
binding obligations of Buyer, enforceable against it in accordance with their
respective terms except as such enforceability may be limited by bankruptcy and
other Laws generally affecting the rights of creditors and general principles of
equity.

     


    
      
         


      

      
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    The
execution, delivery and performance of this Agreement and the Ancillary
Agreements to be executed and delivered by Buyer, the consummation of the
transactions contemplated hereby, and the compliance herewith, by Buyer: (i)
does not, and will not violate, conflict with or result in the breach of, or
default under, any term, condition or provision of, give rise to any right to
terminate, cancel, modify, accelerate or otherwise change the existing rights or
obligations of such party with respect to, (A) any domestic or foreign federal,
state or local statute, law, ordinance, rule, administrative interpretation,
regulation, policy, guideline or other requirement of or by any governmental
authority, each as amended through the date hereof (collectively, “Laws”) which
is applicable to such party, the business and/or the subject assets, (B) any
judgment, writ, injunction, decree, directive or order of any arbitrator or
governmental authority (collectively, an “Order”) which is applicable to such
party, the business and/or the subject assets, (C) the charter documents of
Buyer or any securities issued by Buyer, or (D) any authorization, approval,
consent, qualification, permit or license (collectively an “Authorization”) of
any governmental authority, or any material agreement, or other material
instrument, document or understanding, oral or written, to which such party is a
party, by which Seller may have rights or by which any of the subject assets may
be bound or affected.

     

    No
Authorization or other action of, or registration, declaration, recording or
filing with, any Governmental Authority or other person is required in
connection with the execution and delivery of this Agreement and/or any
Ancillary Agreement to be executed and delivered pursuant hereto by Buyer and/or
the consummation by Buyer of the transactions contemplated hereby.

     

    4.2
SEC Filings; Financial Statements

     

    
      	
               
      

            	
              (a)

            	
              The
      Parent has made available to the Seller, upon request of the Seller,
      accurate and complete copies (excluding copies of exhibits) of each
      report, registration statement and definitive proxy statement filed by the
      Parent with the Securities Exchange Commission (the “SEC”) between
      December 31, 2004 and the date of this Agreement (the “Parent SEC
      Documents”).  As of the time it was filed with the SEC (or, if
      amended or superseded by a filing prior to the date of this Agreement,
      then on the date of such filing):  (i) each of the Parent
      SEC Documents complied in all material respects with the applicable
      requirements of the Securities Act of 1933 or the Securities Exchange Act
      of 1934 (as the case may be); and (ii) none of the Parent SEC
      Documents contained any untrue statement of a material fact or omitted to
      state a material fact required to be stated therein or necessary in order
      to make the statements therein, in the light of the circumstances under
      which they were made, not
misleading.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Between
      the date of the most recently filed Parent SEC Document and the date of
      this Agreement, there has been no material adverse change in the Parent’s
      affairs that has not been disclosed in the Parent's SEC Documents, provided, however, that
      for purposes of determining whether there shall have been any such
      material adverse change, (i) any adverse change resulting from or relating
      to worldwide general business or economic conditions shall be disregarded,
      (ii) any adverse change resulting from or relating to conditions generally
      affecting the industry in which Parent  competes shall be
      disregarded, and (iii) any adverse change to the stock price of the
      Parent’s Common Stock, as quoted on any nationally recognized stock
      quotation system, shall be disregarded.


            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      consolidated financial statements contained in the Parent's SEC
      Documents:  (i) complied as to form in all material
      respects with the published rules and regulations of the SEC applicable
      thereto; (ii) were prepared in accordance with generally accepted
      accounting principles applied on a consistent basis throughout the periods
      covered, except as may be indicated in the notes to such financial
      statements and (in the case of unaudited statements) as permitted by
      Form 10-Q of the SEC, and except that unaudited financial statements
      may not contain footnotes and are subject to year-end audit adjustments;
      and (iii)  fairly present the consolidated financial position of the
      Parent and its subsidiaries as of the respective dates thereof and the
      consolidated results of operations of the Parent and its subsidiaries for
      the periods covered thereby.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


     

    


    
      	
               
      

            	
              (d)

            	
              The
      Parent qualifies as a registrant whose securities may be resold pursuant
      to Form S-1 or SB-2 promulgated by the SEC pursuant to the Securities Act
      of 1933, as amended.

            


    

    


    4.3
Acquisition Subsidiary. Subsidiary was formed in October, 2005 and is
principally engaged in providing Internet Access to commercial and residential
clients. Immediately following the Closing, Subsidiary will continue to operate
as a wholly owned subsidiary of Parent, ERF Wireless, Inc.

     

    4.4 Brokers;
Agents.  Buyer has not dealt with any agent, finder, broker or
other representative in any manner other than International Business Exchange,
as authorized by Seller, which could result in Seller being liable for any fee
or commission in the nature of a finder's or originator's fee in connection with
the subject matter of this Agreement.

     

    4.5
Warranties True and Correct.  No warranty or representation by
Buyer contained in this Agreement or in any writing to be furnished pursuant
hereto contains or will contain any untrue statement of fact or omits or will
omit to state any material fact required to make the statements therein
contained not misleading.

     

    ARTICLE FIVE: ADDITIONAL
COVENANTS

     

    5.1 General  Buyer
and Seller understand and agree to cooperate on the completion of comprehensive
due diligence, including the preparation of Parent audited financial statements
covering the assets to be purchased and liabilities assumed for inclusion in a
report on Form 8-K to be filed by Parent with the U.S. Securities and Exchange
Commission.  Buyer and Seller acknowledge that the satisfactory
completion of due diligence is a condition precedent to the closing obligation
of either party.

     

    5.2 Best
Efforts.
Buyer shall use its best efforts to obtain within sixty (60) days after the
Closing from each party (other than Seller) to a contract such customer's
written agreement to the assignment of its contract to Buyer, and Seller shall
use its best efforts, together with Buyer, in obtaining all such
Consents.  "Best Efforts" means the efforts that a prudent Person
desirous of achieving a result would use in similar circumstances to achieve
that result as expeditiously as possible, provided, however, that a Person
required to use Best Efforts under this Agreement will not be thereby required
to take actions that would result in a material adverse change in the benefits
to such Person of this Agreement and the contemplated transactions or to dispose
of or make any change to its business, expend any material funds or incur any
other material burden.

     

    5.3 Publicity.   No party
will make any public disclosure or issue any press releases pertaining to the
existence of this Agreement without having first obtained the consent of the
other party, except for communications with employees, customers, suppliers,
governmental agencies, and other groups as may be legally required or necessary
or appropriate (i.e., any securities filings or notices), and which are not
inconsistent with the prompt consummation of the transactions contemplated in
this Agreement.  However, Parent is a public company and Seller agrees
that it will not unreasonably withhold consent for Parent to issue a public
press release, provided to Seller in advance, if requested by
Parent.

     

    5.4 Cooperation.
Seller shall cooperate with Buyer and use its best efforts to cause respective
officers, employees, agents, accountants and representatives, if any, of Seller
to cooperate with Buyer after the Closing to facilitate the orderly transition
of the Business and the Subject Assets to Buyer and to minimize any disruption
to the Business that might result from the transactions contemplated
hereby.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


     

    5.5 Execution
of Additional Documents. From time to time, as and when requested by
Buyer, Seller shall execute and deliver, or cause to be executed and delivered,
all such documents and instruments of conveyance and shall take, or cause to be
taken, all such further or other actions as are necessary to consummate the
transactions contemplated by this Agreement and to convey, assign, transfer and
deliver to Buyer any of the properties or assets intended to be conveyed,
assigned, transferred and delivered pursuant to this Agreement.

     

    5.7 Records.
For the five (5) year period commencing on the Closing Date, upon reasonable
notice, Buyer and Seller agree to furnish or cause to be furnished, during
normal business hours, to each other and their respective representatives,
employees, counsel and accountants access to such information and assistance
relating to the Business as is reasonably necessary for financial reporting and
accounting matters, the preparation and filing of any returns, reports or forms,
or the defense of any tax claim or assessment, relating to the Business;
provided, however, that such access does not unreasonably disrupt the normal
operations of Buyer or Seller.

     

    5.8 Default
Provisions.  Buyer and Seller have agreed to the default
provisions that are included in the Secured Promissory Notes, Pledge and
Security Agreements.

     

    ARTICLE SIX: INDEMNIFICATION
& POST CLOSING CONDITIONS

     

    6.1 Indemnification
of Buyer. Seller agrees to indemnify Buyer and its Affiliates and their
respective members, managers, shareholders, directors, officers, employees,
accountants, attorneys and agents (collectively, the “Buyer Indemnified
Parties”) against, and to hold each such person harmless from, any and all
damages, losses, deficiencies, actions, demands, judgments, diminution in value,
costs and expenses (including reasonable attorneys' and accountants' fees)
(collectively, “Losses”) of or against such person resulting from (i) any
misrepresentation or breach of warranty on the part of Seller in this Agreement
or in any Ancillary Agreement; (ii) any breach or non-fulfillment of any
agreement or covenant contained herein or in any Ancillary Agreement on the part
of Seller; (iii) any failure of Seller to pay and/or perform any liabilities or
obligations of Seller or the Business (including the Specified Retained
Liabilities and any such liability arising by operation of law) other than the
Assumed Liabilities; and (iv) any claims and liabilities to the extent related
to both (A) Seller's operation of the Business and (B) periods or occurrences
prior to the Closing or, as Seller's operation of the Business relates to an
Assumed Contract, prior to the deferred transfer date, if any, applicable to
such Restricted Material Contract. For purposes hereof, “Affiliate” shall mean,
as to any person, any other person which, directly or indirectly through one or
more intermediaries, controls, is controlled by, or is under common control
with, such person.

     

    6.2 Indemnification
of Seller. Buyer agrees to indemnify Seller and its Affiliates and their
respective shareholders, directors, officers, employees, accountants, attorneys
and  agents (collectively, the “Seller Indemnified Parties”) against,
and to hold each such person harmless from, any and all Losses of or against
such person resulting from (i) any misrepresentation or breach of warranty on
the part of Buyer in this Agreement or in any Ancillary Agreement; (ii) any
breach or non-fulfillment of any agreement or covenant contained herein or in
any Ancillary Agreement on the part of Buyer; (iii) any failure by Buyer to pay,
discharge and/or perform any of the Assumed Liabilities; (iv) any claims and
liabilities to the extent related to both (A) Buyer's operation of the Business
and (B) periods or occurrences after the Closing or, as Buyer's operation of the
Business relates to a Restricted Material Contract, after the deferred transfer
date if any, applicable to such Restricted Material Contract.

     

    6.3 Procedure
Relative to Indemnification. The following procedure shall govern
indemnification:

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    


     

    (a) If
either party hereto shall claim that it is entitled to be indemnified pursuant
to the terms of this Article Six, it (the “Claiming Party”) shall so notify
Seller in the case of a claim for indemnification hereunder (a “Claim”) by any
Claiming Party who or which is a Buyer Indemnified Party or Buyer in the case of
a Claim by a Claiming Party who or which is a Seller Indemnified Party (the
“Indemnifying Party”) in writing of such claim promptly within ninety (90) days
after receipt of a notice of such claim or notice of any claim of a third party
that may reasonably be expected to result in a claim by the Claiming Party
against the Indemnifying Party except that notice shall be given to the
Indemnifying Party within such earlier period of time as may be reasonably
necessary to allow the Indemnifying Party to respond to any pleading or other
document for which a timely response is required; provided, however, that
failure to timely give such notification shall not affect the indemnification
provided hereunder except to the extent the Indemnifying Party shall have been
actually prejudiced as a result of such failure. Such notice shall specify the
breach of representation, warranty, or agreement claimed by the Claiming Party
and the Losses incurred by, or imposed upon, the Claiming Party on account
thereof. If such Losses are liquidated in amount, the notice shall so state and
such amount shall be deemed the amount of the Claim of the Claiming Party. If
such Losses are not liquidated in amount, the notice shall so state and, in such
event, a Claim shall be deemed asserted against the Indemnifying Party by the
Claiming Party, but no payment shall be made on account thereof until the amount
of such Claim is liquidated and the Claim is finally determined. In the case of
a Claim other than one which is based upon a Proceeding by any third party,
including any Proceeding by any Governmental Authority (a “Third Party Claim”),
if the Indemnifying Party agrees with such Claim for indemnification, it shall
remit payment for the amount of such Claim promptly after receipt from the
Claiming Party of the notice and invoice therefore. In the event of a dispute,
the Claiming Party and the Indemnifying Party shall proceed in good faith and
attempt to negotiate a resolution of such dispute, and if not resolved through
negotiations, such dispute shall be resolved by litigation in an appropriate
court of competent jurisdiction.

     

    (b) The
following provisions shall apply to any Claim of the Claiming Party that is
based upon a Third Party Claim:

     

    (1) The
Indemnifying Party shall, upon receipt of such written notice and at its
expense, defend such Third Party Claim in its own name or, if necessary, in the
name of the Claiming Party. The Claiming Party will cooperate with and make
available to the Indemnifying Party such assistance and materials as may be
reasonably requested of it and the Claiming Party shall have the right, at its
expense, to participate in such defense. The Indemnifying Party shall have the
right to settle and compromise such Third Party Claim only with the consent of
the Claiming Party, which consent shall not be unreasonably withheld; provided,
however, that, in making its determination as to whether to grant such consent,
the Claiming Party shall be entitled to consider the impact of the proposed
settlement upon its reputation and/or the goodwill of the businesses which it
conducts.

     

    (2) If
the Indemnifying Party shall notify the Claiming Party that it disputes any
Claim made by the Claiming Party with respect to, and/or it shall refuse or
choose not to conduct a defense against, such Third Party Claim, then the
Claiming Party shall have the right to conduct a defense against such Third
Party Claim and shall have the right to settle and compromise such Third Party
Claim without the consent of the Indemnifying Party. Once the amount of such
Claim is liquidated and the Claim is finally determined, the Claiming Party
shall be entitled to pursue each and every remedy available to it at law or in
equity to enforce the indemnification provisions of this Article Six and, if it
is determined, or the Indemnifying Party agrees, that it is obligated to
indemnify the Claiming Party for such Claim, the Indemnifying Party agrees to
pay all costs, expenses and fees, including all reasonable attorneys' fees,
which may be incurred by the Claiming Party in attempting to enforce
indemnification under this Article Six, whether the same shall be enforced by
suit or otherwise.

     

    6.4 Closing
and Post Closing Conditions.

     

    6.4.1 Buyer’s
Obligations To Seller   Following the Closing, Buyer shall
have the ongoing obligations and duties to Seller concerning the operations of
Subsidiary set forth below.

     

    
      	
               
      

            	
              a.

            	
              Subsidiary’s
      Pampa-area operation will be domiciled, managed and operated from Pampa,
      Plains or Lubbock, Texas, unless otherwise agreed to in writing by both
      Parent and Seller, until December 31, 2011 or the date Buyer pays in full
      the Purchase Price.

            


    

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              b.

            	
              Parent
      will operate the Subsidiary as a wholly owned subsidiary of Parent until
      December 31, 2011 or the date Buyer pays in full the Purchase
      Price.  Parent shall also not, without the written approval of
      Seller cause the Subsidiary to sell or otherwise dispose of any of its
      assets or of any Subject Assets acquired from Seller until December 31,
      2011 or the date Buyer pays in full the Purchase Price, except in each
      case for dispositions made in the ordinary course of business or payment
      of expenses incurred by the Subsidiary pursuant to the transactions
      contemplated by this Agreement.

            


    

     

    
      	
               
      

            	
              c.

            	
              Buyer
      shall cause the Seller’s employees listed on Exhibit 6 to be offered at
      will employment with Subsidiary, subject to Closing, on terms no less
      favorable to such employees than they currently enjoy with
      Seller.

            


    

     

    
      	
               
      

            	
              d.

            	
              Buyer
      shall provide for an aggregate of up to 6MB of bandwidth and Internet
      services to other Rice entities at no charge for a 5 year period of time.
      Additional bandwidth in excess of 6MB and other services will be provided
      at rates to be mutually agreed – including maintaining domain, websites,
      emails (approximately 40) for Rice Construction – www.derice.com,
      Rice Environmental – www.riceenvironmental.com,
      Panhandle Valve, Fabrication and Machine, Inc. – www.panhandlevalve.com,
      Amarillo Machinery Company – www.amarillomachinery.com.

            


    

    


     

    6.4.2   
 Sellers
Obligations To Buyer.  Following the Closing, Seller shall have
the ongoing understanding concerning the operations of Centramedia and the
Buyers existing Lubbock area operation, (collectively, “the West Texas Network”)
as set forth below.

     

    
      	
               
      

            	
              a.

            	
              Following
      the Closing, the operation of the West Texas Network will be focused on
      the sales, design, installation, and implementation aspects of the
      business and all “shared service “ aspects of the Business will be
      provided by Parent to Subsidiary as a support function in order to reduce
      costs and achieve economies of scale.  Examples of such shared
      services include, but are not limited to, (1) administrative and financial
      transactions such as billing, collections, purchase orders, payments,
      accounting, etc.,  (2) administrative matters related to
      personnel, such as payroll, insurance, stock plans and 401K plan, (3)
      legal, tax, leasing, public releases, investor relations, and human
      relations functions.

            


    

     

    
      	
               
      

            	
              b.

            	
              Following
      the Closing, all operations of the West Texas Network wireless broadband
      ISP service as well as all future ISP services to commercial businesses
      and residential customers will be conducted as a part of the ERF Wireless
      Bundled Services, Inc. Subsidiary
operations.

            


    

     

    
      	
               
      

            	
              c.

            	
              Acceptable
      assignment of applicable tower, land and bandwidth
    contracts.

            


    

    
      	
               
      

            	
              d.

            	
              Establishment
      of a VPN to our monitoring center to allow SolarWinds to map the
      network

            


    

    
      	
               
      

            	
              e.

            	
              Verified
      geographical maps with GPS
coordinates

            


    

    
      	
               
      

            	
              f.

            	
              Delivery
      of complete equipment list with manufacturer, model number, MAC address,
      IP address, location, service date, original cost,
  etc.

            


    

    
      	
               
      

            	
              g.

            	
              Integration
      responsibilities:

            


    

    
      	
               
      

            	
              i.

            	
              Transfer
      of the Centramedia sales phone to the assigned League City
      number

            


    

    
      	
               
      

            	
              ii.

            	
              Transfer
      the Centramedia Support phone to an assigned League City
      number

            


    

    
      	
               
      

            	
              iii.

            	
              Connect
      the two networks pursuant to a ERF approved plan which includes monitoring
      and bandwidth sharing with ERF to provide required hardware and likely new
      IP numbers being implemented or changed as well as likely including
      changing to a dynamically assigned IP addressing
  scheme.

            


    

    
      	
               
      

            	
              iv.

            	
              Cooperative
      effort between ERF and Centramedia to test and prove the new
      configuration

            


    

    
      	
               
      

            	
              v.

            	
              Transfer
      and verification of the customer and billing
  records.

            


    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              vi.

            	
              Provide
      our CFO and Controller with 2 years of accounting records for purposes of
      supporting the Company’s audit and SEC filing
  requirements.

            


    

    
      	
               
      

            	
              vii.

            	
              Level
      II telephone support “post-closing” from Mike Williams for 3
      months.

            


    

    
      	
               
      

            	
              h.

            	
              Delivery
      of Audited Financial Statements – Seller, at Buyer’s expense, shall be
      responsible for the delivery of audited financial statements from an
      accounting firm acceptable to the Buyer within 60 days of Closing that
      includes financial years 2006 and 2007 and the 9 month period ended
      September 30, 2008.  The Parties agree that cash and cash
      equivalents resulting from collection of accounts receivable post-Closing
      will be used to pay for the cost of the delivery of the audit
      report.

            


    

    
      	
               
      

            	
              i.

            	
              Seller
      or its affiliated Rice companies shall provide locations from which Buyer
      can setup tower locations in order to expand service areas further at no
      cost to Buyer.  Amarillo Machinery Company – 6400 I-40 East –
      Amarillo, TX (east side of Amarillo), Rice Environmental, Inc. – 3611
      Soncy - Amarillo, TX (west side of Amarillo), Rice Construction, 3300 S.
      Cedar, Borger, TX (existing tower on site – not being
      utilized). 

            


    

    
      	
               
      

            	
              j.

            	
              Seller
      and its affiliated Rice companies shall enter into a sales lead referral
      agreement with the Purchaser upon terms to be mutually agreed for
      introductions to Sellers existing customers and other prospective new
      customers including Mesa Power and other T. Boone Pickens
      interests.

            


    

    


     

    ARTICLE SEVEN:
MISCELLANEOUS

     

    7.1 Expenses.
The parties hereto shall pay their own expenses, including accountants' and
attorneys' fees, incurred in connection with the negotiation and consummation of
the transactions contemplated by this Agreement and the Ancillary Agreements.
Buyer shall be liable for and shall pay and discharge when due any sales or
transfer taxes incurred in connection with the purchase and sale of the Subject
Assets pursuant to this Agreement.

     

    7.2 Headings;
Use of Certain Words. The headings in this Agreement are for purposes of
convenience and ease of reference only and shall not be construed to limit or
otherwise affect the meaning of any part of this Agreement. Unless the context
clearly otherwise requires, as used herein, the term “Agreement” shall mean this
Agreement, including the Exhibits attached hereto. The words “herein,” “hereof”
and “hereunder” and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision, and,
except as expressly provided otherwise herein, references herein to Articles or
Sections or Schedules or Exhibits shall mean the Articles and Paragraphs hereof
and the Schedules and Exhibits attached hereto. The use of the neuter pronoun
“it” shall also refer as appropriate to the masculine and/or feminine gender,
and vice versa. The use of the singular herein shall, where appropriate, be
deemed to include the plural and vice versa. As used herein, the word “person”
refers to any individual, corporation, limited liability company, partnership,
trust, Governmental Authority or other organization or entity. As used herein,
the term “including” shall mean “including, without limitation. For those
warranties and representations set forth in Article Three which are subject to
the qualification “to the Knowledge of Seller” or similar language, Seller shall
be deemed to have knowledge of a matter if any executive officer has knowledge
of the matter. For those warranties and representations set forth in Article
Four which are subject to the qualification “to the Knowledge of Buyer” or
similar language, Buyer shall be deemed to have knowledge of a matter if any
executive officer has knowledge of the matter.

     

    7.3 Notices.
All notices or other communications required or permitted to be given hereunder
shall be in writing and shall be considered to be given and received in all
respects when personally delivered, when sent by facsimile transmission actually
received by the receiving equipment, when sent by reputable express or courier
delivery service, delivery charges prepaid, or three (3) days after being
deposited in the United States mail, certified mail, postage prepaid, return
receipt requested, addressed as set forth on the signature page, or to such
other address as shall be designated by the addressee by notice duly given in
accordance herewith.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    


     

    7.4 Assignment.
This Agreement and the rights hereunder shall not be assignable or transferable
by Buyer or Seller prior to or following the Closing without the prior written
consent of the other party hereto.

     

    7.5 Binding
Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective legal representatives, heirs,
beneficiaries, successors and permitted assigns. Nothing expressed or implied in
this Agreement is intended or shall be construed to confer upon or give any
person other than the parties hereto and their permitted successors or assigns
any rights or remedies under or by reason of this Agreement or any transaction
contemplated hereby.

     

    7.6 Entire
Agreement; Amendment or Waiver; Cumulative Remedies. This Agreement, the
Schedules and Exhibits attached hereto and the agreements executed and delivered
in connection herewith constitute the entire agreement between the parties
hereto relating to the subject matter hereof, and all prior agreements,
correspondence, discussions, negotiations, agreements and understandings of the
parties (whether oral or written) are merged herein and superseded hereby. No
amendment, modification, or waiver hereto or hereunder shall be valid unless
made in writing and signed by an authorized signatory of each party to be
affected thereby against whom enforcement thereof is being sought. The failure
of any party hereto to enforce at any time any of the provisions of this
Agreement shall in no way be construed to be a waiver of any such provision, nor
in any way to affect the validity of this Agreement or any part hereof or the
right of such party thereafter to enforce each and every such provision. No
waiver of any breach of, or failure to comply with, this Agreement shall be held
to be a waiver of any other or subsequent breach or failure to comply. All
rights and remedies under this Agreement are cumulative to all other rights and
remedies that may be available to each party, including all rights and remedies,
whether in tort or otherwise, whatsoever at law or in equity with respect
hereto, which each party hereby expressly reserves.

     

    7.7 Severability.
The parties agree that if any provision of this Agreement shall under any
circumstances be deemed invalid or inoperative, this Agreement shall be
construed with the invalid or inoperative provision deleted, and the rights and
obligations of the parties shall be construed and enforced
accordingly.

     

    7.8 Applicable
Law. This Agreement in all respects, including as to its validity,
interpretation, enforcement and effect, shall be governed by the internal Laws
of the State of Texas without regard to the Laws which otherwise would govern
under principles of conflicts of laws thereof.

     

    7.9 Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall
be considered but one and the same agreement, and shall become effective when
one or more such counterparts have been signed by each of the parties and
delivered to the other party.

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day, month and year first above
written.

     

    


     

    
      	 	

              BUYER

              ERF
      Wireless, Inc., a Nevada corporation (“Parent”)

              


               

              By:
      /s/ R. Greg
      Smith     

              Name:
      R. Greg Smith

              Title:
      Executive Vice President

              


              


              ERF
      Wireless Bundled Services, Inc. a Texas corporation
      (“Subsidiary”)

              


              By: /s/ Robert “Bobby Mack”
      McClung

              Name:
      Robert “Bobby Mack” McClung

              Title:
      President & CEO

            


    

     

    
    

    Send Notices
to:

    Dr. H.
Dean Cubley, CEO

    ERF
Wireless, Inc.

    2911
South Shore Blvd., Suite 100

    League
City, TX 77573

    Telephone
281.538.2101

    Facsimile
281.538.2121

    Email
hdc@erfwireless.com

     

    
    

     

    
      	 	

              SELLER

              Centramedia,
      Inc.

              


              By: /s/ Mike
      Williams                          
      

              Name:
      Mike Williams

              Title:
      President

            


    

     

    


    


    Send Notices
to:

    Mr. Mike
Williams

    President

    Centramedia,
Inc.

    P.O. Box
3344

    Borger,
Texas 79008-3344

    Telephone
806.274.7187

    Facsimile
806.274.3262

    Email
mwilliams@derice.com

     

     

    
 

     

     

     

    17