Exhibit 2.5

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is entered into as of May 22, 2002 (the "Effective Date"), by and among Cable One, Inc., a Delaware
corporation with its principal place of business located at 1314 North Third Street, Phoenix, AZ 85004 ("Buyer"), and Direct Digital Midwest, Inc., a Delaware corporation with its principal
place of business located at 10012 Norwalk Blvd., Suite 150, Santa Fe Springs, CA 90670 ("Seller") and USA Broadband, Inc., a Delaware corporation ("USA Broadband"). Buyer and Seller are each
referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS,
Seller owns and operates satellite master antenna television systems (the "SMATV Systems") that serve the residential complexes known as Gardiner Office Building, Glenwood
Apartments, Park Place Apartments, Royal Court Apartments, Sunwest Apartments and SouthPointe Apartments, each located in the Fargo, North Dakota area and as described more fully in Schedule 4.13(each, a "Complex," and together, the "Complexes");

WHEREAS,
Seller is willing to convey to Buyer, and Buyer is willing to purchase from Seller, substantially all of the tangible and intangible assets comprising the SMATV Systems, upon
the terms and conditions set forth in this Agreement.

NOW,
THEREFORE, in consideration of the foregoing and the mutual promises set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as
follows:

ARTICLE I.DEFINITIONS

Certain capitalized terms are defined in the body of this Agreement. The capitalized terms referred to below have the following meanings:

"Adjustment
Time" has the meaning given inSection 2.2.

"Ancillary
Agreements" means the other documents and agreements called for in this Agreement.

"Applicable
Law" means all laws, statutes, treaties, rules, codes, ordinances, regulations, permits, certificates, orders and licenses of any Governmental Authority, interpretations of
any of the foregoing by a Governmental Authority having jurisdiction or any arbitrator or other judicial or quasi-judicial tribunal.

"Assumed
Obligations and Liabilities" has the meaning given inSection 2.4.

"Basic
Subscriber"means any private residential customer account that is billed by individual unit and pays the standard monthly rate (without discount) for each tier of the SMATV
System's basic television programming service to which such account subscribes.

"Best
Knowledge" means, with respect to Seller, the actual knowledge after reasonable investigation of Gary Langendoen, or his successor. "Best Knowledge" means, with the respect to
Buyer, the actual knowledge after reasonable investigation of T. Mitchell Bland, or his successor.

"Closing"
has the meaning given inSection 2.9(a).

"Closing
Date" means the date on which Closing occurs.

"Contracts"
has the meaning given inSection 2.1(b).

"Current
Items Amount" has the meaning given inSection 2.6.

"Equipment"
has the meaning given in Section2.1(a).

"Excluded
Assets" has the meaning given inSection 2.2.

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"Equivalent
Basic Subscribers"means, with respect to a SMATV System, the sum of (a) the number of Basic Subscribers of the SMATV System, and (b) the number obtained by
dividing (i) the aggregate monthly billings for all tiers of basic programming service provided by the SMATV System to any private residential customer account which pays less than the standard
monthly residential rate for such service and any multiple dwelling unit that pays a bulk rate (excluding any charges for premium service, pay-per-view programming, internet
access, franchise fees, taxes, second connects, additional outlets, installation fees, deposits and other non-recurring items and any charges for rental converters, remote control devices
and other like charges for equipment), by (ii) $28.95. For purposes of this Agreement, Equivalent Basic Subscribers will not include any Basic Subscriber or commercial or bulk account which
(A) has not received and paid in full for at least one full month of service at the SMATV System's applicable rates, (B) is more than sixty (60) days delinquent in payment for any
service (exclusive of balances less than $10.00) provided by the SMATV System, (C) is pending disconnection for any reason, or (D) was solicited during the 60-day period
preceding the Closing Date by non-customary, promotions or offers of discounts that are inconsistent with Seller's normal and ordinary past practices with respect to the SMATV Systems. The
number of days a customer account is past due will be determined from the first day of the period for which the applicable billing relates.

"Governmental
Authority" means any national, federal, state, departmental, county, municipal, regional or other governmental authority, agency, board, body, instrumentality or court in
whatever country having jurisdiction in whole or in part over Seller or the SMATV Systems or Purchased Assets.

"Hazardous
Substance" means any substance, material or waste which is as of the Closing Date regulated or, on or before the Closing Date, is proposed to be regulated, by any Governmental
Authority, including, but not limited to, any material or substance which is designated as a hazardous or polluting substance or subject to regulation as a hazardous or toxic substance pursuant to any
Applicable Law.

"Liability"
means any liability, whether known or unknown, asserted or unasserted, absolute or contingent, whether accrued or unaccrued, liquidated or unliquidated, and whether due or to
become due, including but not limited to any liability for Taxes.

"Loss"
has the meaning given inSection 9.1.

"Material
Adverse Effect" means a material adverse effect on the operation of the SMATV Systems, or on the assets, prospects or conditions (financial or otherwise) of the business of the
SMATV Systems or the Purchased Assets, taken as a whole, but without taking into account any effect resulting from any regulatory or other change affecting the United States cable industry as a whole,
including changes in FCC regulations.

"Non-Competition
Agreement" means the noncompetition agreement delivered by Seller to Buyer in the form attached hereto as Exhibit B.

"Operating
Permits" means all of the permits, licenses, certifications, approvals, authorities or other franchises granted by any Governmental Authority or other third party required or
appropriate for the continued operation of the SMATV Systems in the manner heretofore operated.

"Purchase
Price" has the meaning given inSection 2.3.

"Purchased
Assets" has the meaning given inSection 2.1.

"Records"
means the books and records described inSection 2.1(c).

"Taxes"
means all state, local or foreign taxes, social security contributions, fees, levies or other assessments, including, without limitation, all net income, gross receipts, sales,
use, ad valorem, value added, transfer, recording, franchise, profits, inventory, capital stock, license, withholding, payroll, stamp, occupation and property taxes, customs duties or other similar
fees, assessments and charges,

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however denominated, together with all interest, penalties, surcharges, additions to tax or additional amounts imposed by any Governmental Authority, and any transfer Liability in respect of any of
the foregoing taxes.

ARTICLE II.ACQUISITION OF ASSETS

2.1Purchased Assets.On and subject to the terms and conditions set forth in this
Agreement, Buyer will purchase from Seller, and Seller will sell, transfer, assign, convey and deliver to the Buyer on the Closing Date, free and clear of all liens, encumbrances, security interests,
purchase rights, pledges, charges, mortgages, claims or any other limitations or restrictions whatsoever, all of Seller's right, title and interest in and to the following (collectively, the
"Purchased Assets"):



2.2Excluded Assets.Notwithstanding the provisions of Section 2.1, the Purchased Assets shall not include the
following, which shall be retained by Seller (the "Excluded Assets"):
(a) programming contracts and retransmission consent agreements; (b) insurance policies and rights and claims thereunder; (c) bonds, letters of credit, surety instruments, and
other similar items; (d) cash and cash equivalents; (e) Seller's trademarks, trade names, service marks, service names, logos, and similar proprietary rights; (f) all contracts
and agreements not listed onSchedule 2.1(b); (g) any rights, assets, and properties described on Schedule 2.2; and (h) all subscriber
accounts receivable owed to Seller as payment for services rendered by Seller prior to
11:59 P.M., central time, on the day immediately prior to the Closing Date (the "Adjustment Time") in connection with the operation of the SMATV Systems, as reflected on the billing records of
Seller.

2.3Purchase Price and Terms of Payment.Buyer shall assume the specified liabilities
set forth inSection 2.4and pay to Seller, as the purchase price for the Purchased Assets under Section 2.1, subject to the adjustments set
forth inSection 2.6, an amount equal to the
product of: (A) $1,000, and (B) the number of Equivalent Basic Subscribers served by the SMATV Systems at Closing pursuant to the

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Contracts properly assigned to Buyer at Closing (the "Purchase Price"). Subject toSection 2.8, the Purchase Price shall be payable by Buyer to
Seller at the Closing by wire transfer in immediately available funds, to the account or accounts designated by Seller to Buyer in writing not less than two (2) days prior to the Closing.

2.4Assumed Liabilities.Buyer shall assume, pay, discharge, and perform the following
(the "Assumed Obligations and Liabilities"): (a) those obligations and Liabilities attributable to periods after the Adjustment Time under the Contracts assigned and transferred to Buyer at
Closing; (b) other obligations and Liabilities of Seller set forth onSchedule 2.4hereto only to the extent that there shall be an
adjustment in favor of Buyer with respect thereto pursuant toSection 2.6; and (c) all obligations and Liabilities arising out of Buyer's
ownership of the Purchased Assets and operations at the Complexes after the Adjustment Time.

2.5Excluded Liabilities.Seller hereby represents, covenants and agrees that Buyer
shall not assume, and shall not in any way become liable for, any contracts, obligations or Liabilities of Seller of any nature whatsoever not included in the Assumed Obligations and Liabilities,
including, without limitation, the following Liabilities, which shall be paid, performed or otherwise discharged by Seller:



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2.6Current Items Amount.Buyer or Seller, as appropriate, shall pay to the other (by
increasing or decreasing the funds paid as the Purchase Price) the net amount of the adjustments and prorations effected pursuant to this Section 2.6 (the "Current Items Amount").



provided,
however, that Seller and Buyer shall not prorate any items of expense payable under any Excluded Assets, all of which shall remain and be solely for the account of Seller.

2.7Current Items Amounts Calculated.The Current Items Amount shall be estimated in
good faith by Seller, and set forth, together with a detailed statement of the calculation thereof, in a certificate (the "Initial Adjustment Certificate") executed by an officer of Seller and
delivered to Buyer not later than five days prior to Closing. If accepted by Buyer, the Initial Adjustment Certificate shall constitute the basis on which the Current Items Amount is calculated for
purposes of Closing. Seller and Buyer shall endeavor in good faith to agree upon an estimate of the Current Items Amount, on the basis of the Initial Adjustment Certificate and such other information
as they deem relevant, prior to Closing. At Closing, the party against whose favor the estimated Current Items Amount is so determined shall pay to the other the estimated Current Items Amount by way
of adjustment to the Purchase Price paid to Seller at Closing. Buyer and Seller shall use good faith efforts to determine the actual Current Items Amount within 90 days after Closing. If Buyer
and Seller are unable to agree on the actual Current
Items Amount within 90 days after Closing, the disputed portion of the Current Items Amount shall be determined by a partner in a major accounting firm with substantial cable television audit
experience but which is not an auditor of either Buyer or Seller (the "Qualified Auditor") and the determination of the Qualified Auditor shall be final and binding upon the parties. If Buyer and
Seller cannot agree with respect to selection of the Qualified Auditor, Buyer and Seller shall each select an auditor and those two auditors shall select the Qualified Auditor whose determination
shall be final and binding upon the parties. Buyer and Seller shall bear equally the expenses arising in connection with the determination of the Qualified Auditor. Not later than 15 days after
Seller and Buyer shall have finally agreed upon the actual Current Items Amount, or the actual Current Items Amount is determined by the Qualified Auditor, Seller or Buyer, as appropriate, shall pay
to the other an amount equal to the amount by which the Current Items Amount as finally

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determined differs from the estimated Current Items Amount paid at Closing together with interest at the annual rate publicly announced from time to time by Bank of New York in New York, New York, as
its "reference rate," from and including the Closing Date but excluding the date of payment.

2.8Escrow Agreement.Seven and One-half percent (7.5%) of the Purchase
Price payable at Closing (the "Escrow Amount") shall be held in escrow by an independent escrow agent reasonably acceptable to both Buyer and Seller. The Escrow Amount, together will all interest
thereon, will be distributed to Buyer or Seller pursuant to the terms of the escrow agreement attached hereto in the form of Exhibit 2.8 (the "Escrow Agreement").

2.9Closing.



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ARTICLE III.REPRESENTATIONS AND WARRANTIES OF BUYER

To induce Seller to enter into this Agreement, Buyer represents and warrants to Seller that the following are true and correct on the date hereof and will be true
and correct as of the Closing Date:

3.1Organization.Buyer is a Delaware corporation lawfully existing and in good standing
under the laws of its state of its formation with full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such properties are owned or
leased or such business is conducted by it.

3.2Binding Nature of Agreement.This Agreement has been duly and validly executed and
delivered by Buyer and is, and each Ancillary Agreement contemplated hereby when executed and delivered will be, the legal, valid and binding obligation of Buyer, enforceable in accordance with its
respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and by general equitable principles.

3.3Regulatory Approvals.All consents, approvals and authorization and all other
requirements prescribed by any Applicable Law which must be obtained or satisfied by Buyer and which are necessary for the execution and delivery by Buyer of this Agreement and the documents to be
executed and delivered by Buyer in connection herewith and in order to permit the consummation of the transactions contemplated by this Agreement have been obtained and satisfied or shall be obtained
and satisfied by Closing.

3.4No Violation.The execution, delivery and performance of this Agreement by Buyer and
the consummation by Buyer of the transactions contemplated hereby do not and will not contravene or constitute a default under or give rise to a right of termination, cancellation or acceleration of
any right or obligation of Buyer or to a loss of any benefit to which Buyer is entitled under (i) any provision of Applicable Law to which Buyer may be subject; (ii) the
[Title of Charter documents to be inserted here] of Buyer; or (iii) any judgment, injunction, order or decree binding upon Buyer.

3.5No Brokerage Fees.No broker or finder has acted for Buyer in connection with this
Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fees or other commission in respect of such transactions based in any way on
agreements, arrangements or understandings made by or on behalf of Buyer.

3.6Litigation.To Buyer's Best 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 IV.REPRESENTATIONS AND WARRANTIES OF SELLER AND USA BROADBAND

To induce Buyer to enter into this Agreement, Seller and USA Broadband represent and warrant to Buyer that the following are true and correct on the date hereof
and will be true and correct as of the Closing Date:

4.1Authority of Seller.Seller has full right, authority and power to enter into this
Agreement, the Non-Competition Agreement and each Ancillary Agreement and to carry out the transactions contemplated hereby and thereby. The execution, delivery and performance of this
Agreement, the Non-Competition Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated by this Agreement, the Non-Competition
Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of Seller. Except as set forth on Schedule 4.1, the execution, delivery and
performance of this Agreement, the Non-Competition Agreement and the Ancillary Agreements
by Seller and the consummation of the

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transactions contemplated by this Agreement, the Non-Competition Agreement and the Ancillary Agreements do not and will not conflict with, result in a default of, constitute a breach or
default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent to, or filing with, any person that has not been obtained or made under or
in connection with:



The
execution, delivery and performance of this Agreement, the Non-Competition Agreement and of each of the Ancillary Agreements by Seller does not and will not result in the creation or
imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Purchased Assets.

4.2Organization and Qualification.Seller is a corporation lawfully existing and in
good standing under the laws of its state of incorporation will full power and authority to own or lease its properties and to conduct its business in the manner and in the places where such
properties are owned or leased or such business is conducted by it. USA Broadband, Inc. owns all of the issued and outstanding capital stock of Seller.

4.3Binding Nature of Agreement.This Agreement has been duly and validly executed and
delivered by Seller and is, and the Non-Competition Agreement and each Ancillary Agreement contemplated hereby when executed and delivered will be, the legal, valid and binding obligation
of Seller, enforceable in accordance with its respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, and by
general equitable principles.

4.4Tangible Personal Property.Except as indicated in Schedule 4.4, with respect to all tangible personal
property (including but not limited to Equipment) of Seller included in the Purchased Assets:



4.5Litigation.Except as set forth in Schedule 4.5, there are no legal actions, suits, arbitrations or other
legal, administrative or governmental proceedings or investigations
pending, or, to the Best Knowledge
of Seller, threatened against Seller which in any way relate to the SMATV Systems or the Purchased Assets.

4.6Compliance with Laws.Except as set forth on Schedule 4.6, (a) Seller is in compliance with all material
respects with all Applicable Laws, (b) Seller has not received notice
of a violation or alleged violation of any such Applicable Law, in each case which relates to the SMATV Systems or the

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Purchased Assets, and (c) Seller has filed all required reports or filings and made all payments necessary with any Governmental Authority.

4.7Records.The Records of Seller to be purchased by Buyer are, and will be as of the
Closing Date, materially true and complete, and have been and will have been kept in accordance with Applicable Law and good business practices.

4.8Consents and Approvals.Except for those listed in Schedule 4.8, no consent, authorization, order or approval
of or filing with or notice to any Governmental Authority or other entity or person,
including, without limitation, consents from parties to the Contracts, is required for the execution and delivery of this Agreement and the consummation of the transactions contemplated by this
Agreement.

4.9Environmental Laws.Seller is in compliance in all material respects with all
Applicable Laws with respect to the environment and Hazardous Substances in connection with the operation of the SMATV Systems. There are no pending or, to the Seller's Best Knowledge, threatened
environmental investigations or proceedings with respect to the operation of the SMATV Systems. To the Best Knowledge of Seller, there is and has been no current or past usage or practice of Seller
with respect to any Hazardous Substances which may support a claim or cause of action against Seller with respect to the SMATV Systems under Applicable Law.

4.10No Brokerage Fees.No broker or finder has acted for Seller in connection with this
Agreement or the transactions contemplated hereby, and no broker or finder is entitled to any brokerage or finder's fees or other commission in respect of such transactions based in any way on
agreements, arrangements or understandings made by or on behalf of Seller.

4.11Taxes.Except as described on Schedule 4.11, (a) Seller has duly and timely paid all Taxes with respect
to the Purchased Assets and the SMATV Systems which have become
due and payable; (b) Seller has received no notice of, nor has Seller received any notice of deficiency or assessment or proposed deficiency or assessment from any Governmental Authority with
respect to, the Purchased Assets or the SMATV Systems; (c) there are no audits pending with respect to the Purchased Assets or the SMATV Systems and there are no outstanding agreements or
waivers by Seller that extend the statutory period of limitations applicable to any Federal, State, local or foreign Tax returns or Taxes with respect to the
SMATV Systems or the Purchased Assets; and (d) Seller has duly and timely filed in true and correct form all Tax returns and Tax reports required to be filed by Seller.

4.12Contracts.The Contracts listed on Schedule 2.1(b)constitute all of the Right of Entry Agreements of Seller
that are currently in effect with respect to the Complexes. Seller has
delivered to Buyer true and complete copies of each of the Contracts, including any amendments thereto. Except as set forth onSchedule 4.12, all
of the Contracts are in full force and effect, and neither Seller nor, to the Best Knowledge of Seller, the other party thereto is in default under any Contract (nor, to the Best Knowledge of Seller,
has any event occurred which with notice, lapse of time or both would constitute a default thereunder). Seller has not received any notice (a) of any alleged default under any Contract prior to
the date of this Agreement or (b) that any Contract will be cancelled. Seller has made all payments that have become due and payable under all Contracts. Except as set forth on Schedule 4.12,
each Contract is assignable to Buyer and neither such assignment nor the consummation of any of the transactions contemplated by
this Agreement will result in a default under, or termination of or payment penalty under, any Contract. Seller possesses all valid easements and rights-of-way necessary for
the installation, maintenance, repair or replacement of all Equipment now in place or being used by Seller in connection with the SMATV Systems.

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4.13SMATV Systems
Information.Schedule 4.13sets forth a true and accurate description of the following information as of the
date of this Agreement:



4.14No Other Operators.Other than direct-to-home satellite
services, the SMATV Systems are the only multiple channel video operator presently serving the Complexes. To the actual knowledge of Seller, without independent investigation, there are no plans of
any third party for the establishment of any additional cable television system or community or satellite master antenna television system within the area served by the SMATV Systems.

4.15Material Omissions.No representation or warranty by Seller in this Agreement, any
of the Ancillary Agreements, or any written statement, certificate or schedule furnished to or to be furnished by Seller to Buyer pursuant to this Agreement or in connection with the transactions
contemplated herein, contains or will contain any untrue statement of material fact or omits or will omit a material fact necessary to make the statements contained herein or therein not misleading in
light of the circumstances.

4.16Operating Permits.All Operating Permits are described on Schedule 4.16.Seller has delivered to Buyer copies
of all Operating Permits and all amendments, assignments and consents thereto. Seller is the
authorized legal holder of the Operating Permits. Except as set forth onSchedule 4.16, the Operating Permits comprise all the material licenses,
permits and other authorizations required from governmental and regulatory authorities for the lawful conduct of the business of the SMATV Systems in the manner and to the full extent they are now
conducted, and none of the Operating Permits is subject to any material restriction or condition that would limit the operations of the SMATV Systems as they are now conducted. The Operating Permits
are in full force and effect, and the operations of the SMATV Systems are in compliance therewith (including any payments necessary or required thereunder). Seller has full legal power and authority
to assign its rights under the Operating Permits to Buyer in accordance with this Agreement, and the assignment of the Operating Permits to Buyer will not affect the validity, enforceability or
continuation of any of the Operating Permits.

4.17Intangibles.To Seller's actual knowledge without independent investigation, Seller
is not infringing upon or otherwise acting adversely to any trademarks, trade names, copyrights, patents, patent applications, know-how, methods or processes owned by any other person or
persons, and there is no claim or action pending, or to the Best Knowledge of Seller threatened, with respect thereto.

4.18Absence of Certain Changes.With respect to the SMATV Systems, since
February 1, 2002, (a) Seller has not incurred any non-ordinary course obligation or liability, the performance of which would be reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect, (b) Seller has not made any sale, assignment, lease or other transfer of any of the Purchased Assets other than Purchased Assets that have been
replaced or pursuant to this Agreement, (c) to Seller's Best Knowledge, there has not been any event or circumstance which, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect, and (d) the business of the SMATV Systems have been conducted only in the ordinary course of business.

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4.19Transactions with Affiliates.With respect to the SMATV Systems, Seller is not a
party to any contract or any other arrangement of any kind whatsoever with any affiliate of Seller.

ARTICLE V.CONDITIONS TO CLOSING

5.1Conditions to Buyer's Obligation.The obligation of Buyer to consummate the
transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Closing Date:



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Any
condition specified in thisSection 5.1may be waived by Buyer; provided that no such waiver will be effective unless it is set
forth in a writing executed by Buyer.

5.2Conditions to Seller's Obligations.The obligations of Seller to consummate the
transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date:



ARTICLE VI.ADDITIONAL COVENANTS

6.1Certain Affirmative Covenants of Seller.Except as Buyer may otherwise consent in
writing, between the date of this Agreement and Closing Seller shall (a) operate the SMATV Systems only in the usual, regular, and ordinary course and in accordance with past practices
(including, but not limited to, maintaining appropriate personnel and fulfilling installation requests, making disconnections and

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continuing normal marketing, advertising and promotional expenditures), (b) maintain the Purchased Assets in good condition and repair, ordinary wear excepted, (c) duly comply with all
applicable legal requirements, (d) perform all of its obligations under all the Contracts without default, (e) give to Buyer, and its counsel, accountants, and other representatives,
full access during normal business hours to the SMATV Systems, all of the Purchased Assets, Seller's books and records relating to the SMATV Systems and the Purchased Assets, and the System's
personnel, (f) furnish to Buyer and such representatives all such additional documents, financial information, and other information with respect to the SMATV Systems or the Purchased Assets as
Buyer may from time to time reasonably request, and (g) use its best efforts to obtain in writing as promptly as possible all approvals, authorizations, agreements and consents required in
order to consummate the transactions contemplated hereby and deliver to Buyer copies, satisfactory in form and substance to Buyer, of such approvals, authorizations, and consents; provided, however,
that Seller shall not accept or agree or accede to any modifications or amendments to, or any conditions to the transfer of, the Contracts that are not acceptable to Buyer.

6.2Certain Negative Covenants of Seller.Except as Buyer may otherwise consent in
writing, or as contemplated by this Agreement, between the date of this Agreement and Closing, Seller shall not (a) modify, terminate, renew, suspend, or abrogate any Contract, (b) enter
into any transaction or permit the taking of any action that would result in any of the representations and warranties contained in this Agreement not being true and correct when made or at Closing,
(c) engage in any marketing, subscriber installation, disconnection or collection practices that are inconsistent with usual, regular and ordinary past practices of Seller, or
(d) implement any increase or decrease in the rates for cable television service or charges for equipment or installation or make any changes in channel lineups or implement any retiering or
repackaging of cable television programming offered by the SMATV Systems.

6.3Mutual Assistance.Subsequent to Closing, Seller and Buyer shall at their own
expense assist each other in preparation of their respective Tax returns and the filing and execution of Tax elections, if required, as well as any audits or litigation that ensues as a result of the
filing thereof, to the extent that such assistance is reasonably requested. In addition, Seller shall also provide any information with respect to the operation of the SMATV Systems prior to Closing
reasonably required by Buyer to complete the copyright filing after Closing.

6.4Press Release and Announcements.No press releases related to this Agreement and the
transactions contemplated herein, or other announcements to Seller's employees, customers and suppliers will be issued without the joint approval of Buyer and Seller. Buyer and Seller may cooperate to
prepare a joint press release to be issued on or following the Closing Date.

6.5Further Transfers.Subsequent to Closing, Seller will execute and deliver such
further instruments of conveyance and transfer and take such additional action as Buyer may reasonably request to effect, consummate, confirm or evidence the transfer to Buyer of the Purchased Assets.
Seller will execute such documents as may be necessary to assist Buyer in preserving or perfecting its rights in the Purchased Assets.

6.6Confidentiality.If the transactions contemplated by this Agreement are not
consummated, Buyer will maintain the confidentiality of all information and materials reasonably designated by Seller as confidential, and Buyer will return, or destroy and certify the destruction of,
all materials (and all copies of such materials) received in connection with this Agreement and the transactions contemplated hereby. If the transactions contemplated by this Agreement are
consummated, Seller will maintain the confidentiality of all information and materials relating to the SMATV Systems (including all customer lists), except as necessary to file tax returns and other
reports to governmental agencies. Whether or not the transactions contemplated hereby are consummated, Seller will maintain the confidentiality of all information and materials regarding Buyer and its
affiliates designated as confidential by Buyer.

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6.7Bulk Transfer Laws.Seller agrees to indemnify and hold harmless Buyer against any
claims or demands asserted against Buyer by any creditor of Seller in connection with any liabilities and obligations of Seller other than those assumed by Buyer under this Agreement, and any costs
and expenses reasonably incurred by Buyer in defending against such claims or demands. Seller shall be given prompt notice of any such claims or demands, upon Buyer's learning of the same.

6.8Transfer Taxes.Seller and Buyer shall each be liable for and pay
one-half of all sales, use, transfer, and similar Taxes, fees, and assessments arising from or payable in connection with the transfer of the Purchased Assets.

6.9Distant Signal.Seller currently carries Station WGN on the SMATV Systems and
Station WGN is considered a distant signal. If so requested by Buyer on or before May 30, 2002, Seller will take such necessary steps (including sending all required notices) to discontinue
carriage of Station WGN on the SMATV Systems no later than June 30, 2002.

ARTICLE VII.TERMINATION AND DEFAULT

7.1Termination Events.This Agreement may be terminated and the transactions
contemplated hereby may be abandoned:



7.2Effect of Termination.



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ARTICLE VIII.NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES

8.1Nature of Statements.All statements contained in this Agreement or any Schedule or
Exhibit hereto shall be deemed representations and warranties of the Party executing or delivering the same.

8.2Survival of Representations and Warranties.All representations and warranties made
hereunder or pursuant hereto or any Schedule or Exhibit hereto or in connection with the transactions contemplated hereby and thereby shall not terminate but shall survive Closing and continue in
effect thereafter until twelve (12) months following the Closing Date, except for those representations and warranties contained inSections 4.1, 4.2, 4.3 and
4.4, which shall survive indefinitely, and those representations and warranties contained inSections 4.6, 4.9 and 4.11,
which shall survive for a period ending 30 days after the expiration of the statutory period of limitations applicable to third party claims with respect to the matters that are the subject of
the representations set forth in such Sections. Notwithstanding the foregoing, those representations and warranties for which a specific claim has been asserted prior to expiration of the survival
period shall, with respect to any such specific claim, continue until such claim in finally resolved. The covenants of Buyer and Seller shall survive indefinitely.

ARTICLE IX.INDEMNIFICATION

9.1Indemnification by Seller.Seller and USA Broadband agree to indemnify and hold
harmless Buyer and its successors and assigns, together with any of their officers, directors, partners, agents and employees, from and against any and all losses, damages, liabilities, obligations,
costs or expenses (any one such item being herein called a "Loss" and all such items being herein collectively called "Losses") which are caused by or arise out of (a) any breach or default in
the performance by the Seller of any covenant or agreement of the Seller contained in this Agreement, (b) any breach of warranty or inaccurate or erroneous representation made by the Seller or
USA Broadband herein, in any Schedule delivered to
the Buyer pursuant hereto or in any certificate or other instrument delivered by or on behalf of the Seller pursuant hereto (subject to all terms and provisions of Section 8.2herein), (c) any
claim made against the Buyer in respect of any of the Excluded Liabilities, and (d) any and all
actions, suits, proceedings, claims, demands, judgments, costs and expenses (including reasonable legal fees) arising out of the foregoing.

9.2Indemnification by Buyer.Buyer agrees to indemnify and hold harmless Seller and its
successors and assigns, together with any of their officers, directors, and shareholders, from and against any Losses which are caused by or arise out of (a) any breach or default in the
performance by the Buyer of any covenant or agreement of the Buyer contained in this Agreement, (b) any breach of warranty or inaccurate or erroneous representation made by the Buyer herein or
in any certificate or other instrument delivered by or on behalf of the Buyer pursuant hereto (subject to all terms and provisions ofSection 8.2herein), (c) any claim made against the Seller in respect of the Assumed Obligations and Liabilities, and (d) any and all actions, suits, proceedings, claims, demands, judgments, costs
and expenses (including reasonable legal fees) arising out of the foregoing.

9.3Third Party Claims.If any third person asserts a claim against an indemnified party
hereunder that, if successful, might result in a claim for indemnification against any indemnifying party hereunder, the indemnifying party shall be given prompt written notice thereof and shall have
the right (a) to participate in the defense thereof and be represented, at this or its own expense, by advisory counsel selected by it, and (b) to approve any settlement if the
indemnifying party is, or will be, required to pay any amounts in connection therewith. Notwithstanding the foregoing, if within 10 business days after delivery of the indemnified party's notice
described above, the indemnifying party indicates in writing to the indemnified party that, as between such parties, such claims shall be fully indemnified for by the indemnifying party as provided
herein, then the indemnifying party shall have

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the right to control the defense of such claim, provided that the indemnified party shall have the right (x) to participate in the defense thereof and be represented, at his or its own
expenses, by advisory counsel selected by it, and (y) to approve any settlement if the indemnified party's interests are, or would be, affected thereby, which approval shall not be unreasonably
withheld, conditioned or delayed.

9.4Exclusive Remedy.Except with respect to claims based on fraud or intentional
misrepresentation or knowing breach of this Agreement or claims for equitable relief, the enforcement of the indemnification agreement contained in this Article IX shall be, after the Closing
Date, the exclusive remedy of the parties.

ARTICLE X.MISCELLANEOUS

10.1Expenses.Each Party will pay all of its expenses, including attorney's fees
incurred in connection with the negotiation of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement.

10.2Notices.All notices, demands and other communications to be given or delivered
under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given when personally delivered, transmitted by facsimile (with telephonic confirmation of
receipt) or mailed by first class mail, return receipt requested. Notices, demands and communications to Seller and Buyer will, unless another address is specified in writing, be sent to the addresses
indicated below:



10.3Entire Agreement; Amendment.This Agreement, the Ancillary Agreements and the
Non-Competition Agreement constitute the entire agreement between the Parties and supersede all prior discussions, negotiations and understanding relating to the subject matter hereof,
whether written

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or oral. This Agreement shall not be amended, altered, enlarged, supplemented, abridged, modified, or any provisions waived, except by a writing duly signed by all of the Parties hereto.

10.4Benefit; Assignability.This Agreement shall be enforceable by, and shall inure to
the benefit of, the Parties to this Agreement and their respective successors and assigns, provided, however, that no Party may assign its rights or obligations under this Agreement without the
consent of the other Party;provided, however, that Buyer may assign its rights under this Agreement to a subsidiary or affiliate of Buyer without the
consent of Seller, so long as such assignment does not relieve Buyer of its obligations under this Agreement.

10.5Severability.Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be
ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Agreement.

10.6Captions.The captions used in this Agreement are for convenience of reference only
and do not constitute a part of this Agreement and will not be deemed to limit, characterize or in any way affect any provision of this Agreement, and all provisions of this Agreement will be enforced
and construed as if no caption had been used in this Agreement.

10.7Counterparts.This Agreement and any Ancillary Agreements may be executed by
facsimile and in one or more counterparts all of which taken together will constitute one and the same instrument.

10.8Governing Law.The laws of the State of North Dakota govern all questions
concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement.

10.9Tax Treatment.It is expressly understood and agreed that Buyer and Seller, or
their respective officers, agents, accountants and attorneys have not made any warranty or agreement, express or implied, as to the Tax consequences of this transaction or the Tax consequences of any
transaction pursuant to or arising out of this Agreement.

10.10Non-Exclusivity.Except as provided in Section 9.4, the rights, remedies, powers and privileges provided in
this Agreement are cumulative and not exclusive and shall be in addition to
any and all rights, remedies, powers and privileges granted by law, rule, regulation or instrument.

10.11Risk of Loss.The risk of any loss, damage, impairment, confiscation or
condemnation of any of the Purchased Assets from any cause whatsoever shall be borne by Seller at all times prior to the Closing.

[Remainder
of this page intentionally left blank; signature follows on next page.]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

| | SELLER:                     
| | ----------------------------
| | DIRECT DIGITAL MIDWEST, INC.
| |                             
| | By:                         
| |                             
| | Its:                        
| |                             
| |                             
| | USA BROADBAND:              
| | USA BROADBAND, INC.         
| |                             
| | By:                         
| |                             
| | Its:                        
| |                             
| |                             
| | BUYER:                      
| | CABLE ONE                   
| |                             
| | By:                         
| |                             
| | Its:                        
| |                             

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EXHIBITS

|Exhibit A      |  | Bill of Sale and Assignment
|-------------- |  | ---------------------------
|Exhibit B      |  | Non-competition Agreement  
|Exhibit 2.8    |  | Escrow Agreement           
|Exhibit 5.1(e) |  | Form of Consent            

SCHEDULES

|Schedule 2.1(a) |  | Equipment                
|--------------- |  | -------------------------
|Schedule 2.1(b) |  | Contracts                
|Schedule 2.2    |  | Excluded Assets          
|Schedule 2.4    |  | Assumed Liabilities      
|Schedule 4.1    |  | Authority of Seller      
|Schedule 4.4    |  | Conflicts                
|Schedule 4.5    |  | Litigation               
|Schedule 4.6    |  | Compliance with Laws     
|Schedule 4.8    |  | Consents and Approvals   
|Schedule 4.11   |  | Taxes                    
|Schedule 4.12   |  | Contract Defaults        
|Schedule 4.13   |  | SMATV Systems Information
|Schedule 4.16   |  | Operating Permits        

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