Exhibit 2.6

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of June 7, 2002, by and between Cable Concepts, Inc., a Washington corporation,
doing business as Direct Digital Communications ("Seller") and Priority/RTG1, LLC a Washington limited liability company ("Buyer").

Seller,
through its ownership and operation of the Assets (defined below) provides video and audio programming services to subscribers at certain multiple dwelling unit properties in and
around Seattle, Washington. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Assets, subject to the terms and conditions contained in this Agreement.

NOW,
THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement, Seller and Buyer agree as follows:

ARTICLE 1    Definitions of Terms:As used in this Agreement, the following terms shall have the following meanings:

1.1Assets.All assets, privileges, rights, interests, and claims, real and personal, tangible and intangible,
that are owned, leased, held for use, or used exclusively in connection with the cable system or systems(s) operated by Seller at the Properties listed on Schedule 1.1a and in which Seller has
any right, title, or interest or acquires any right, title or interest on or before the Close, including Real Property, Tangible Personal Property, Governmental Permits, System Contracts, System
Licenses, Books and Records and Other Intangibles, and all equipment used to provide video and audio services to the Property including but not limited to satellite and cable receiving equipment,
electronics, off air processors and antennas, head-end equipment, junction boxes, equipment and racks, conduit, distribution plant, wiring, coax cabling, fiber cable, and drop wire as
specifically described in the ROE, located at the Property and any other equipment that would constitute the assets of the operating
system, and further including the right to use Seller's SMATV license with DirecTV without markup by or profit to Seller, but excluding any Excluded Assets as described on Schedule 1.1a.

1.2Books of Record.All engineering records, files, data, drawings, blueprints, schematics, reports, lists,
plans and processes and all other non-privileged files and correspondence, lists, records and reports concerning the Assets, signal and program carriage and dealings with governmental
authorities, including if any all reports filed by or on behalf of Seller with the FCC which relate to the Assets and statements of account filed by or on behalf of Seller with the U.S. Copyright
Office which relate to the Assets.

1.3Closing Date.The Closing Date shall be June 14, 2002, unless extended pursuant to
Section 2.2(a) hereto, but not later than June 30, 2002, unless the Parties may mutually agree to extend beyond such date in writing.

1.4FAA.The Federal Aviation Administration or any successor agency.

1.5FCC.The Federal Communications Commission or any successor agency.

1.6GAAP.Generally accepted accounting principles as in effect from time to time in the United States of
America.

1.7Government Entity.Any federal, state, local or municipal court, government or governmental or
administrative department, commission, instrumentality, board, agency or authority including, without limitation, the United States Internal Revenue Service and other taxing authorities.

1.8Governmental Permits.All System Licenses, franchises, approvals, authorizations, permits, licenses,
easements, registrations, qualifications, leases, variances and similar rights obtained from any Governmental Authority with respect to the Assets, including those set forth, if any, on Schedule 1.8.

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1.9Legal Rules.Any applicable permits, writs, judgments, injunctions, decrees or awards, statute, ordinance,
code or other rule, regulation, tariff or order enacted and followed by any governmental authority with jurisdiction over the Assets, including without limitation the rules and regulations of the FCC.

1.10Lien.Any security interest, security agreement, financing statement filed with any governmental authority,
conditional sale or other title retention agreement, any consignment or bailment given for purposes of security, any mortgage, lien, judgment, assessment, indenture, pledge, option, charge or
encumbrance, constructive trust or other trust which constitutes an interest in or claim against property relating to an unpaid financial obligation.

1.11Litigation.Any action, suit, proceeding, arbitration, mediation, or hearing.

1.12Losses.Any claims, losses, liabilities, damages, penalties, costs and expenses, including interest that
may be imposed in connection therewith, expenses of investigation, reasonable fees and disbursements of counsel and other experts and the cost to any Person making a claim or seeking indemnification
under this Agreement with respect to funds expended by such Person by reason of the occurrence of any event or the existence or assertion of any Liens (other than Permitted Liens) with respect to
which indemnification is sought, except Losses incurred by a party or on behalf of such party in asserting any claim for indemnification against the other party where it is ultimately determined
(including by agreement of the Parties) that such Party is not entitled to indemnification.

1.13Other Intangibles.All intangible assets other than Governmental Permits, System Contracts and System
Licenses, including subscriber lists, accounts receivable, claims (excluding any claims relating to Excluded Assets), and going concern value, if any, that are owned, held for use or used exclusively
in connection with the Assets.

1.14Permitted Lien.The following Liens: (a) liens for taxes, assessments and governmental charges not
yet due and payable; (b) zoning laws and ordinances and similar Legal Requirements; and (c) any and all regulatory rights reserved to any governmental authority, and (d) the liens
set forth on Schedule 1.14.

1.15Person.Any natural person, governmental entity, corporation, general or limited partnership, limited
liability company, joint venture, estate, trust, association or unincorporated entity of any kind.

1.16Property.The properties (each a "Property") served by the Assets, consists of:

Brighton Ridge

(264 Units Nonexclusive Roe)Cascade View

(64 Units Exclusive Roe)Center Court

(18 Units Nonexclusive Roe)Crystal Cove

(311 Units Exclusive Roe)Fifth & Roy

(36 Units Exclusive Roe)Pasa Fino

(180 Units Joint Venture Roe)Pinnacle @ Lake Washington

(180 Units Exclusive Roe)Rivers Edge

(36 Units Joint Venture Roe)Sunrise Point

(329 Units Nonexclusive Roe)Village Square

(94 Units Joint Venture Roe)Waterford Square

(21 Units Nonexclusive Roe)


1.17Real Property.The easements, leaseholds, and similar real property rights and interests granted in the ROE
Agreements.

1.18Required Consents.All material authorizations, approvals, consents, and waivers required under
Governmental Permits, System Contracts, and System Licenses for Seller to transfer the Assets

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to Buyer free and clear of all Liens except Permitted Liens in accordance with this Agreement, a list of which is set forth onSchedule 1.18.

1.19ROE Agreements.The System Contracts that are the right of entry agreements related to the Properties which
are attached asSchedule 1.19.

1.20Schedules.The disclosure schedules attached to this Agreement.

1.21Seller's Knowledge.The current actual knowledge of Gary Langendoen, Mark Dorothy, the Seller's CEO and the
Seller's COO.

1.22Services.The video and audio programming services provided at the Property.

1.23Subscriber.For purposes of this agreement a subscriber is an Equivalent Subscriber, the number of which is
calculated by taking the total cash flow from all monthly re occurring subscriber revenue sources, subtracting the total programming and revenue share costs, discounting for length of the ROE
agreements that are less than ten years, discounting for any joint venture agreements and dividing this result of the above formula by twenty two dollars ($22) margin.

1.24System Contracts.All written contracts and agreements, amendments and copies of related recordings
including the ROE Agreements related to the Properties, held for use or used exclusively in connection with operation of the Assets, which are all listed on Schedule 1.24a. System Contracts shall
include if any retransmission consent agreements and programming agreements excluding any Excluded System
Contracts listed inSchedule 1.24b.

1.25System Licenses.The intangible cable television channel distribution rights, cable television relay
service (CARS), business radio earth station and other licenses, copyright notices and other licenses, authorizations, consents or permits issued by the FCC or any other governmental authority or
Person in connection with the ownership and use of the Assets (other than System Contracts), which are listed onSchedule 1.25.

1.26Tangible Personal Property.All privileges, rights, interest, claims, tangible and intangible personal
property, right of entry agreements ("ROE"), all required licenses and permits to operate the systems at the Properties, and including towers, tower equipment, satellite dishes, DBS satellite and
cable receiving equipment, all coax cable, all fiber cable, all drop cable as described in the ROE agreements, all subscribers and set-tops, all subscriber deposits, aboveground and
underground cable, distribution systems, as-built maps, switching equipment, head-end amplifiers, line amplifiers, microwave equipment, converters, testing equipment, and all
other equipment, contracts, or other assets employed or required to be employed to actively operate and profit from the Systems. Tangible Personal Property shall also include the tangible personal
property assets listed onSchedule 1.26.

1.27Third Party.With respect to Seller, any Person other than Seller and its Affiliates; with respect to
Buyer, any Person other than Buyer, and its Affiliates.

1.28Unit.The total number of individual dwelling units at the Properties that can receive cable television
service through the operation of the Assets, which numbers are set forth inSchedule 1.28.

ARTICLE 2    Purchase and Sale

2.1Purchase and Sale of Assets.Subject to the terms and conditions of this Agreement, on the Closing Date,
Buyer hereby agrees to purchase from Seller, and Seller hereby agrees to sell and transfer to Buyer, all of Seller's right, title, and interest in and to all of the Assets.

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2.2Purchase Price and Payment.



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2.3Conversion.Beginning on the Closing Date, the parties will begin transferring the provision of the Services
from the Seller to the Buyer. The parties shall make reasonable efforts to ensure an orderly transition of the Services and complete the transition in four (4) business days.

2.4Allocation of Purchase Price.The Purchase Price shall be allocated as shown in Schedule 2.4attached herein.

ARTICLE 3.    ASSUMED LIABILITIES AND EXCLUDED ASSETS

3.1Assumed Obligations and Liabilities.Prior to or at Closing, Seller will assign and contribute to Buyer and
Buyer will assume the following, to the extent related to the Assets (a) accrued obligations and liabilities relating to periods after the Closing Date; and (b) those obligations and
liabilities of Seller to its customers at the Properties for (i) subscriber deposits held by Seller as of the Closing Date and delivered to Buyer, and (ii) advertising and other advance
payments as of the Closing Date which are credited to Buyer at Closing except to the extent that such obligations or liabilities relate to any Excluded Asset (the "Assumed Obligations and
Liabilities").

3.2Excluded Assets."Excluded Assets" means those assets that will not be transferred by Seller to Buyer and
include all: (a) insurance policies and rights and claims thereunder; (b) bonds, letters of credit, surety instruments and other similar items and any stocks, bonds, certificates of
deposit and similar investments of Seller; (c) cash and cash equivalents, notes receivable and subscriber accounts receivable owed Seller prior to the Closing Date; (d) trademarks,
trade names, service marks, service names, logos and similar proprietary rights;(e) any claims, rights or chooses in action of Seller related to the period prior to the Closing Date (other than
subscriber and advertising accounts receivable related to the operation of the Assets), including any Litigation and the proceeds thereof and any claims, rights and interest in and to any refunds of
taxes or payments of any nature for the periods prior to the Closing Date, including copyright fees; (f) any Books and Records that Seller is required by any Legal Rule to retain and any books
of account, tax reports and returns and the like related to the operation of the Assets, provided that copies of such Books and Records will be retained by Seller and made available to Buyer for
review and copying for a period of three years; (g) the Seller's minute

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books; (h) any employment, union, collective bargaining, compensation, bonus, deferred compensation, non-competition, confidentiality, consulting, agency or management agreements;
(i) any agreement, right, asset or property owned, leased or held by Seller that is not specifically used or held exclusively for use in connection with the operation of the Assets;
(j) all employees of Seller or any Affiliate of Seller, and any agreements or understandings related thereto including any employee plans; (k) any equipment leased by Seller unless Buyer
notifies Seller, at least six (6) Business Days prior to the Closing Date, of Buyer's desire to assume all obligations under the lease and Buyer obtains the lessor's consent, if required, prior
to the Closing Date; and (l) such other rights, assets and properties, if any, described on Schedule 3.2.Excluded Assets.

ARTICLE 4    Representations and Warranties of Seller.    Seller represents and warrants to Buyer the following:

4.1Organization, Qualification, Authority, Enforceability, Approvals.Seller is a corporation duly organized,
validly existing and in good standing under the laws of Washington, and has all requisite power and
authority to own, lease and use the Assets and to provide the Services to the Properties. Seller has the requisite organizational right, power and authority to execute, deliver and perform its
obligations under this Agreement. The execution, delivery and performance of this Agreement by Seller and the transactions contemplated hereby and thereby have been duly authorized by all necessary
corporate or organizational action on the part of Seller. This Agreement has been duly executed and delivered by Seller and constitutes the valid and legally binding obligation of Seller enforceable
against Seller in accordance with the terms of the Agreement except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, or other similar laws
affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies. Except for and subject to the receipt of the Required Consents related to
the ROE Agreements listed inSchedule1.19, and the public right of way easement related to any under public street wiring, the execution,
delivery and performance of this Agreement and the consummation of the transaction contemplated hereby or thereby, does not require any additional consent, notice, authorization or approval of, filing
with, or exemption from, any third party or any other Person which has not been made, given or otherwise accomplished.

4.2Compliance with Laws and System Contracts.



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4.3Compliance with Other Instruments.Except for and subject to receipt of the Required Consents, and other
than with respect to the need to provide certain notices under the ROE Agreements identified inSchedule 4.3(the "Assignment Notices"), the
execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated by this Agreement do not and will not: (a) conflict with or violate any provision of its
Certificate of Incorporation or bylaws or, other similar governance document for corporations (b) require any consent, approval or authorization of or filing of any certificate, notice,
application, report or other document with any governmental authority or other Person or (c) conflict with, violate, result in a breach of, or constitute a default under (without regard to
requirements of notice, lapse of time or elections of other Persons or any combination thereof), any System License or any System Contract or other instrument evidencing any of the Assets to which it
is a party or by which Seller or any of the Assets is bound or affected, except for matters that would not individually or in the aggregate, have a material adverse effect on the operation of any of
the Assets at a Property or on the ability of Seller to perform its obligations under this Agreement.

4.4Title and Encumbrances.The Seller has good and marketable title to and possession of all of the Assets. The
Assets are free and clear of all Liens except Permitted Liens..

4.5Operating Statements.Seller has delivered to Buyer copies of certain operating statements (collectively,
the "Operating Statements"). To Seller's Knowledge, the Operating Statements fairly present Seller's results of operation of the Assets for the periods indicated. Attached hereto as Schedule 4.5are Seller's (i) list of subscribers at the Property and (ii) Property-specific revenue summaries for the periods
listed thereon ("Financial Information"). The Financial Information is in accordance with the books and records of Seller and to Seller's Knowledge are true, correct and complete.

4.6Tangible Personal Property.The tangible Personal Property is in good working order and operating condition
(ordinary wear and tear excepted), the systems are currently operating and, after the transfer of the Assets, the Buyer will receive the same rights to use the transferred Assets as Seller held. The
Assets contain all the items of equipment necessary to provide the Services to the Property. All items of equipment located at the Property have been installed in material compliance with all
applicable Legal Rules.

4.7Litigation, Taxes, Disclosure.Except as disclosed on Schedule 4.7, there is no claim, action, litigation,
proceeding or investigation pending, or to Seller's knowledge, threatened before any court
or Government Entity, nor is there any outstanding judgment, order, decree, award, stipulation or injunction issued by any court or Governmental Entity which may affect any of the Assets or impair the
Seller from performing its obligations under this Agreement. All taxes related to the Assets, related to taxable periods or portions thereof ending on or prior to the Closing Date, have been reported
and

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duly paid, collected or withheld and remitted to the appropriate federal, state, and local governmental agency, except for current taxes not due and payable on or prior to the applicable Closing
Date.

4.8Broker Fees.Seller has employed Paradigm Marketing Group, Inc. as a broker in connection with this
Agreement. All brokerage fees or sales expenses incurred by Seller in connection with the transactions contemplated herein are the responsibility of Seller and will be paid by Seller at Closing.
Seller shall supply Buyer a written letter from an authorized principle at Paradigm Marketing Group, Inc. stating that the Broker Fees payment arrangements are satisfactory to the Broker (the
"Broker Letter"). The Broker Letter will be submitted to the escrow agent and released to Buyer when the escrow instructions are satisfied.

4.9Disclosure.No representation or warranty by Seller in this Agreement contains or will contain any untrue
statement of material fact, or omits or will omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the
circumstances in which made.

ARTICLE 5    Representations and Warranties of Buyer.    Buyer represents and warrants to Seller the following:

5.1Organization, Qualification, Authority, Enforceability, Approvals.Buyer is a limited liability company duly
organized, validly existing and in good standing under the laws of Washington. Buyer has the requisite organizational right, power and authority to execute, deliver and perform its obligations under
this Agreement. The execution, delivery and performance of this Agreement by Buyer and the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or
organizational action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and legally binding obligation of Buyer enforceable against Buyer in
accordance with the terms of the Agreement. Except for the Required Consents, the execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby or
thereby, does not require any additional consent, notice, authorization or approval of, filing with, or exemption from, any third party or any other Person which has not been made, given or otherwise
accomplished.

5.2Compliance with Other Instruments.The execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and thereby shall not (a) result in a breach or violation of any term or provision of, or constitute a breach or default under Buyer's certificate of
formation, bylaws; or other similar governance document for limited liability companies or partnerships; under any agreement applicable to Buyer, or (b) violate or result in the violation of
any Legal Rule or any order, judgment or decree applicable to or binding upon Buyer.

5.3Broker Fees.No broker, finder or similar agent has been employed by or on behalf of Buyer in connection
with this Agreement and Buyer has not entered into an agreement or understanding of any kind with any Person for the payment of any brokerage commission, finder's fee or similar Agreements.

5.4Litigation.To Buyer's knowledge, there is no litigation pending or threatened, which seeks to enjoin or
obtain damages in respect of the consummation of the transactions contemplated hereby.

ARTICLE 6    Additional Covenants

6.1Access to Assets.Prior to the Closing Date, Seller covenants and agrees that it shall give Buyer, and its
respective employees and authorized representatives, during normal business hours and with reasonable prior notice, access to all books and records related to the Assets and will furnish to Buyer such
financial data, operating data, and other information as Buyer shall reasonably request.

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6.2Continuity and Maintenance of Operations.Seller covenants and agrees that it shall, from the date hereof to
the Closing Date and through the conversion period with respect to the Assets:



6.3Adverse Changes.Prior to the Closing, Seller covenants and agrees that it shall immediately notify Buyer in
writing of each adverse change or condition affecting any of the Assets which becomes known to Seller.

6.4Maintain Insurance.Seller covenants and agrees that it shall maintain in full force and effect all
insurance policies with respect to the Assets until the Closing Date with limits and coverages consistent with past practices (and in commercially reasonable amounts) and shall not do, permit or allow
to be done any act by which any of such insurance policies may lapse or be suspended, impaired or canceled until the date of closing. Seller shall give immediate written notice to Buyer of any
material damage to any of the Assets or any of the Properties by fire or other casualty.

6.5Confidentiality.Each party shall keep the terms of this Agreement and the transactions contemplated hereby,
and all information provided by the other party in connection herewith, confidential and shall not disclose the same to any other Person except for legal counsel, accountants, lenders, advisers,
prospective investors, creditors, and employees on a need-to-know basis in order to carry out the terms of this Agreement. Notwithstanding anything contained in this Section 6.5, any party may
disclose information if required by applicable law or court order or in connection with either party's disclosure or
reporting obligations under any rule or regulation of the SEC, NASDAQ, FCC or other Government Entity. If this Agreement is terminated, no party shall use any confidential information for any business
purpose, and each party will keep confidential any information so obtained.

6.6Satisfaction of Conditions.Seller shall use commercially reasonable efforts to obtain in writing all of the
Required Consents and will deliver to Purchaser copies of such Required Consents promptly after they are obtained by Seller. Purchaser will cooperate with Seller in its efforts to obtain the Required
Consents. Seller shall use commercially reasonable efforts to cause (i) the representations and warranties set forth inArticle 4and the SchedulesandExhibitsherein to be true and correct as of the Closing Date and (ii) the
conditions precedent set forth inArticle 7to have been satisfied as of the Closing Date. The Buyer shall use commercially reasonable efforts to
cause (i) the representations and warranties set forth in Article 4 and theSchedulesand Exhibitsherein to be true and correct as of the
Closing Date and (ii) the conditions precedent set forth in Article 8to have been satisfied as of the Closing Date.

6.7Further Assurances.Subsequent to the Closing, Seller will promptly execute and deliver or cause to be
executed and delivered such further documents and instruments to effect, consummate, confirm or evidence the transfer to Buyer of the Assets. Seller will execute such documents as may be necessary to
assist Buyer in preserving or perfecting its rights in the Assets.

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ARTICLE 7    Conditions Precedent to Obligations of Buyer

7.1Conditions Precedent of Buyer to Closing.The obligations of Buyer to consummate the transactions
contemplated on the Closing Date are subject to the satisfaction or Buyer's waiver, on or before the Closing Date, of all the following conditions:



7.2Risk of Loss.The risk of loss, damage, or destruction to any of the Assets to be conveyed to Buyer under
this Agreement shall be borne by Seller up to the time of Closing.

ARTICLE 8    Conditions Precedent to Obligations of Seller

8.1Conditions Precedent of Seller to Closing.The obligation of Seller to consummate the transactions
contemplated on the Closing Date is subject to the satisfaction or Seller's waiver, on or before the applicable Closing Date, of all the following conditions:



ARTICLE 9    Closing

9.1Closing.The closing of the transaction contemplated by this Agreement ("Closing") will be held effective as
of the second Business Day following the day in which Seller notifies Buyer all conditions to closing contained in this Agreement, other than those based on acts to be per formed at Closing, have been
satisfied or waived. The Parties shall use commercially reasonable efforts to cause Closing to occur as soon as possible and no later that June 30, 2002. Closing will be held via facsimile and
overnight courier, or at such place and at such time as the Buyer and Seller agree.

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9.2Closing Documents.



ARTICLE 10    Conditions SubsequentLeft Blank Intentionally

ARTICLE 11    Indemnification

11.1Indemnification.



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11.2Survival of Representations and Warranties.The representations and warranties of the parties contained
herein shall survive for a period of three hundred sixty-five (365) days after the Closing Date (the "Survival Period"). Any claim of breach based upon such representations and
warranties must be asserted by a party in a written notice to the other party within the Expiration Period.

11.3Third Party Claims.Promptly after the receipt by either party of a notice of any claim, action, suit or
proceeding by any Third Party (collectively, an "Action"), which Action is subject to indemnification under this Agreement, such party (the "Indemnified Party") will give reasonable written notice to
the party from whom indemnification is claimed (the "Indemnifying Party"). The Indemnified Party will be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control
of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within thirty (30) days after the giving of such notice by the Indemnified Party, (a) admits in
writing to the Indemnified Party the Indemnifying Party's liability to the Indemnified Party for such Action under the terms of thisArticle 11,
(b) notifies the Indemnified Party in writing of the Indemnifying Party's intention to assume such defense, and (c) retains legal counsel reasonably satisfactory to the Indemnified Party
to conduct the defense of such Action. The other party will cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance with this Agreement in any manner
that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party will have the right to employ separate counsel and to participate in
(but not control) the defense, compromise or settlement of the Action, but the fees
and expenses of such counsel will be at the expense of the Indemnified Party unless (x) the Indemnifying Party has agreed to pay such fees and expenses, (y) any relief other than the
payment of money damages is sought against the Indemnified Party or (z) the Indemnified Party will have been advised by its counsel that there may be one or more defenses available to it which
are different from or additional to those available to the Indemnifying Party, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to
matters covered by the indemnity provided in thisArticle 11will be paid by the Indemnifying Party. No Indemnified Party will settle or
compromise any such Action for which it is entitled to indemnification under this Agreement without the prior written consent of the Indemnifying Party, unless the Indemnifying Party has failed, after
reasonable notice, to undertake control of such Action in the manner provided in thisArticle 11. No Indemnifying Party will settle or compromise
any such Action (A) in which any relief other than the payment of money damages is sought against any Indemnified Party or (B) in the case of any Action relating to the Indemnified
Party's liability for any tax, if the effect of such settlement would be an increase in the liability of the Indemnified Party for the payment of any tax for any period beginning after the Closing
Date, unless the Indemnified Party consents in writing to such compromise or settlement.

ARTICLE 12    Termination

12.1Prior to Closing.This Agreement may be terminated at any time prior to the Closing:



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12.2Effect of Termination.If this Agreement is terminated pursuant to Article 12, all obligations of
the parties under this Agreement will terminate. Notwithstanding the preceding sentence, termination of this Agreement pursuant to Article 12 will not limit or impair any remedies that Buyer or
Seller may have with respect to a breach or default by the other of its covenants, agreements or obligations under this Agreement prior to Closing.

ARTICLE 13    General

13.1Miscellaneous.All of the terms and provisions of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and permitted assigns of the parties hereto. Without the prior written consent of the other Party, neither Party will assign any of its
rights under this Agreement or delegate any of its duties under this Agreement. Date is of the essence in each and every provision in this Agreement. Any provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining
provisions of this Agreement or affecting the validity or enforceability of any provision of this Agreement in any other jurisdiction. Except as otherwise provided herein, Buyer and Seller may amend,
modify or supplement this Agreement at any time, but only in writing duly executed by the parties. The terms set forth in this Agreement including its SchedulesandExhibitsare intended by the parties as a final, complete and exclusive expression of the
terms of their agreement and may not be contradicted or supplemented by evidence of any prior agreement, or any prior or contemporaneous oral agreement among the parties with respect to the subject
matter hereof. TheSchedulesandExhibitsattached to this Agreement are incorporated herein by this
reference and made a part of this Agreement. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Agreement shall be governed by and construed and enforced in accordance with the laws (but not the laws of choice of law) of the State of Washington.

13.2Notices.Any notice or demand desired or required to be given hereunder shall be in writing and deemed
given when personally delivered, sent by telecopier, facsimile, overnight courier or deposited in the mail, postage prepaid, sent certified or registered, return receipt requested, and addressed as
set forth below or to such other address as either party shall have previously designated by such a notice. Any notice so delivered personally shall be deemed to be received on the date of delivery;
any notice so delivered by telecopy shall be deemed to be received upon confirmation of transmission by telecopy; any notice so sent by overnight courier shall be deemed to be received one

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Business Day after the date sent; and any notice so mailed shall be deemed to be received on the date stamped on the receipt.

|If to Seller:   |  |                                                                                                                                                                                        
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  | Cable Concepts, Inc.
Attn: Gary Langendoen
10012 Norwalk Blvd, Suite 150
Santa Fe Springs, CA 90670
Tel: 562-941-5957
Fax: 562-941-3416                                                
|With a copy to: |  |                                                                                                                                                                                        
|                |  | Shefsky & Froelich Ltd.
Attn: Michael J. Choate
444 North Michigan Avenue
Suite 2500
Chicago, IL 60611
Tel: 312-527-4000
Fax: 312-527-5921                                             
|If to Buyer:    |  |                                                                                                                                                                                        
|                |  | Priority/RTG1, LLC
Priority Systems, LLC/Resident Technology Group, LLC
John Craig/Dan Devlin
1200 112th Ave. NE Suite C-115
Bellevue WA, 98004
Tel: (425) 818 8889
Fax: (425) 957 0119

13.3Expenses.



13.4Attorneys' Fees.If any action or proceeding is commenced between the parties with respect to this
Agreement, the prevailing party shall be entitled to all fees and expenses incurred by it in connection with such action or proceeding, including reasonable attorneys' fees.

13.5Judicial Proceeding.Each party consents to the exclusive jurisdiction over it of the courts of the United
States District Courts sitting in King County, Washington, for the purpose of any action, claim
or cause of action arising out of or based upon this Agreement or relating to the subject matter hereof and agrees that personal service of process may be made by registered or certified mail pursuant
to the provisions of Section 12.1.Each party to this Agreement hereby (i) waives, to the extent not prohibited by applicable law, and
agrees not to assert, any claim that it is not subject personally to the jurisdiction of the above-named courts, that any action brought in any such court is improper or that this Agreement or the
subject matter may not be enforced in or by any such court, and (ii) agrees not to commence or maintain any action, claim or cause of action arising out of or based upon this Agreement or
relating to the subject matter other than before the above-named courts nor make any

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motion or take any other action seeking to cause the transfer or removal of any such action, claim or cause of action to any court other than one of the above-named courts.

13.6Cumulative Remedies.Except for the limitations on indemnification under this Agreement as expressly set
forth in Article 11, none of the rights, powers or remedies conferred upon any party hereto shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition
to every right, power, or remedy, whether conferred hereby or now or hereafter available at law, in equity, by statute or otherwise.

13.7Construction.This Agreement has been negotiated by the parties, and legal or equitable principles that
might require the construction of this Agreement or any provision of this Agreement against the party drafting this Agreement will not apply in any construction or interpretation of this Agreement.

13.8Tax Consequences.No party to this Agreement makes any representation or warranty, express or implied, with
respect to the tax implications of any aspect of this Agreement on any other party to this Agreement, and all parties expressly disclaim any such representation or warranty with respect to any tax
consequences arising under this Agreement. Each party has relied solely on its own tax advisors with respect to the tax implications of this Agreement.

IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized representative as of the date and year first written above.

Seller:
Cable Concepts, Inc. dba Direct Digital Communications,
A Washington corporation

|By:                                                                   |  | 
|--------------------------------------------------------------------- |  | 
|                                                                      |  | 
|Print Name:                                                           |  | 
|                                                                      |  | 
|Print Title:                                                          |  | 
|                                                                      |  | 
|Buyer: Priority/RTG1, LLC, LLC
A Washington limited liability company | 
|By:                                                                   |  | 
|                                                                      |  | 
|Print Name:                                                           |  | 
|                                                                      |  | 
|Print Title:                                                          |  | 
|                                                                      |  | 

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