EXHIBIT
      10.1
      ASSET PURCHASE AGREEMENT

     

    


    

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      


      


      


      


      


      ASSET
        PURCHASE AGREEMENT

      


      BY
        AND BETWEEN

      


      EAGLE
        WEST COMMUNICATIONS, INC.

      


      AND

      


      B2
        Digital, INC.

      


      DATED
        AS OF

      


      March
        19, 2007

      


      


      


      


      


      


      


      


      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Asset
        Purchase Agreement

       

      This
        Asset Purchase Agreement (“Agreement”)
        is
        made as of March 19, 2007 (the “Effective
        Date”),
        by
        and between Eagle West Communications, Inc., a Nevada corporation (“Seller”)
        and B2
        Digital, Inc. a Delaware corporation (“Buyer”).

       

      Recitals

       

      A. Seller
        owns and operates certain cable television systems serving certain communities
        in Arizona.

       

      B. Seller
        intends to sell certain of its assets used primarily in connection with the
        operation of its cable television systems located in North Eastern Arizona
        (except those assets used primarily in connection with the Seller’s other cable
        television systems in and around other areas in Arizona not listed in this
        agreement), as more particularly described herein, and Buyer desires to purchase
        such assets as set forth herein. (Refer to Schedule 1.32)

       

      Agreements

       

      In
        consideration of the above recitals and the mutual agreements stated in this
        Agreement,
        the
        parties agree as follows:

       

      	1.  	
              Definitions

            


       

      In
        addition to terms defined elsewhere in this Agreement, the following capitalized
        terms, when used in this Agreement, will have the meanings set forth
        below:

       

      1.1  Adjustment
        Time.
        Means
11:59
        p.m., Arizona time, on the last day of the month immediately prior to the
        Closing Date.

       

      1.2  Affiliate.
        With
        respect to any Person, means any other Person controlling, controlled by
        or
        under common control with such Person, with “control” for such purpose meaning
        the possession, directly or indirectly, of the power to direct or cause the
        direction of the management and policies of a Person, whether through the
        ownership of voting securities or voting interests, by contract or otherwise.
        (see Exhibit
        A for
        Paul
        D.H. LaBarre’s Disclosures.)

       

      1.3  Assets.
        As more
        specifically set forth in the Schedules to this Agreement, all properties,
        privileges, rights, interests and claims, real and personal, tangible and
        intangible, of every type and description used or held for use in connection
        with the Business, now in existence or hereafter acquired before the Closing
        Date, including rights under Governmental Permits (to the extent assignable),
        Intangibles, rights under Contracts (to the extent assignable), insurance
        policies (subject to the provisions of Sections
        1.17(d) and
        2.4,
        Equipment, Real Property, Included Vehicles, customer and subscriber lists,
        engineering records, maps, databases, files and records, and deposits, prepaid
        expenses and bonds relating solely to the Business that are held by third
        parties for security for Seller’s performance of its obligations, but excluding
        any Excluded Assets and any assets disposed of prior to the Closing Date
        in the
        ordinary course of business and not in violation of this Agreement.

       

      
        
          
          

        

        
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      1.4  Business.
        The
        cable television business conducted by Seller on the Effective Date through
        and
        with respect to the Systems. 

       

      1.5  Business
        Day.
        Any day
        other than Saturday, Sunday or a day on which banking institutions in New
        York,
        New York are required or authorized to be closed. 

       

      1.6  Cable
        Act.
        The
        Cable Communications Policy Act of 1984, as amended, and the FCC rules and
        regulations promulgated thereunder, all as in effect from time to time.


       

      1.7  Closing.
        The
        consummation of the transactions contemplated by this Agreement, as described
        in
Section 9,
        the
        date of which is referred to as the “Closing Date.”

       

      1.8  Contracts.
        All
        agreements (including any amendments or modifications thereto) relating to:
        the
        Franchises, all multiple dwelling unit agreements, pole attachment and conduit
        agreements, software license agreements, subscriber agreements and other
        agreements, written or oral (including any amendments and other modifications
        thereto), except Governmental Permits, which affect the Assets, the Business
        or
        the operation of the Systems, and (a) which are in effect on the Effective
        Date or (b) which are entered into by Seller in the ordinary course of
        business and as permitted by this Agreement between the Effective Date and
        the
        Closing Date and which by their terms are to be in effect as of the Closing
        Date.

       

      1.9  Encumbrance.
        Any
        security interest, interest retained by a transferor under a conditional
        sale or
        other title retention agreement, mortgage, lien, pledge, option, encumbrance,
        adverse interest, exception to or defect in title or other ownership interest
        (including reservations, rights of entry, possibilities of reverter,
        encroachments, easements, rights-of-way, restrictive covenants, leases and
        licenses) of any kind, which constitutes an interest in or claim against
        property, whether arising pursuant to any Legal Requirement, Governmental
        Permit, Contract or otherwise. 

       

      1.10  Environmental
        Law.
        Shall
        include the following: (a) the Comprehensive Environmental Response,
        Compensation and Liability Act, 42 U.S.C. §§ 9601 et
        seq.
        (“CERCLA”);
        (b)
        the Solid Waste Disposal Act, also known as the Resource Conservation and
        Recovery Act, 42 U.S.C. §§ 6901 et
        seq.
        (“RCRA”);
        (c)
        the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001,
et
        seq.;
        (d) the
        Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et
        seq.;
        (e) the
        Clean Air Act, 42 U.S.C. §§ 7401 et
        seq.
        (“CAA”);
        (f)
        the Clean Water Act, 33 U.S.C. §§ 1251 et
        seq.;
        (g) the
        Occupational Safety and Health Act, 29 U.S.C. §§ 651 et
        seq.;
        (h) the
        Toxic Substances Control Act, 15 U.S.C. §§ 2601 et
        seq.;
        (i) the
        Rivers and Harbors Act of 1899, 33 U.S.C. § 401, et
        seq.;
        (j)
        the Oil Pollution Act of 1990, 33 U.S.C. § 2701, et
        seq.;
        each
        as amended; (k) any state or local law similar to the foregoing; (l) all
        regulations issued pursuant to the foregoing; and (m) any law or regulation
        relating to the use, generation, transport, treatment, storage, disposal,
        removal or recovery of Hazardous Substances.

       

      
        
          
          

        

        
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      1.11  Equipment.
        All
        electronic devices, trunk and distribution coaxial and optical fiber cable,
        amplifiers, drops, power supplies, conduit, vaults and pedestals, grounding
        and
        pole hardware, subscriber devices (including converters, encoders, transformers
        behind television sets and fittings), headend hardware (including origination,
        earth stations, transmission and distribution Systems), test equipment, Included
        Vehicles, inventory (except the inventory used and operated with respect
        to the
        Arizona Business), and other tangible personal property used or held for
        use
        primarily in connection with the Business. Schedule 1.15
        lists
        all material items of Equipment, including headend equipment.

       

      1.12  [Intentionally
        left blank]. 

       

      1.13  Excluded
        Assets.
        Any of
        the following, which will not be included in the Assets: 

       

      (a) Any
        and
        all properties, privileges, rights, interests and claims, real and personal,
        tangible and intangible, of every type and description used or held for use
        in
        connection with the Seller’s cable television business and operations located in
        and around Arizona the tangible assets of which are used in the “Arizona
        Business”,
        now in
        existence or hereafter acquired by the Seller, including, with respect to
        the
        Arizona Business, the following: rights under Governmental Permits (to the
        extent assignable), Intangibles, rights under Contracts (to the extent
        assignable), Equipment, Real Property, customer and subscriber lists,
        engineering records, maps, databases, files and records, and deposits relating
        solely to the Pahrump Business that are held by third parties for security
        for
        Seller’s performance of its obligations.

       

      (b) Any
        and
        all properties subject to pole access lease agreements for areas that are
        not
        actively operating the Systems that are the subject of this
        Agreement.

       

      (c) Programming
        Contracts and cable guide Contracts, except those listed on Schedule 5.5;
        

       

      (d) Any
        and
        all rights and claims under any insurance policies which exist as of the
        Closing
        Date;

       

      (e) Bonds,
        letters of credit, surety instruments, and other similar items;

       

      (f) Cash,
        cash equivalents and short-term investments;

       

      (g) All
        claims, rights and interests in and to any refunds for Taxes or fees, including
        franchising and copyright fees, for periods prior to the Adjustment
        Time;

       

      
        
          
          

        

        
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      (h) Rights
        under any Contract for subscriber billing services and any subscriber billing
        equipment (leased or owned) relating to the Arizona Business;

       

      (i) Except
        as
        otherwise provided in Section
        7.10,
        retransmission consent agreements;

       

      (j) Seller’s
        corporate minute books and stock records; 

       

      (k) Any
        employee benefit plans covering employees of Seller;

       

      (l) Any
        and
        all credit facilities and loan agreements to which Seller is a
        party;

       

      (m) Any
        Contract required to be described on Schedule
        5.5
        but not
        described thereon as of the Effective Date, and any Contract entered into
        by
        Seller after the Effective Date unless, in either case, Buyer elects in writing
        to include such Contract in the Assets;

       

      (n) The
        account books of original entry, general ledgers, financial records and
        personnel files and records used in connection with the operation of the
        Systems, provided that Seller will provide copies of, or information contained
        in such books, ledgers, records and files (other than information pertaining
        to
        programming agreements, except programming agreements specific to the Systems),
        to the extent reasonably requested by Buyer before or after the Closing Date
        and
        in Seller’s possession. Seller understands that Buyer will need sufficient
        accounting information and access in order to complete an audit of the Business
        for the years ending 2004 and 2005. Seller agrees to give Buyer access to
        the
        records needed for the audit; 

       

      (o) Seller’s
        rights under this Agreement and the Transaction Documents; 

       

      (p) The
        personal property and/or Intangible assets specifically used in the Arizona
        Business; 

       

      (q) The
        real
        property assets specifically used in the Arizona operation. 

       

      (r) Any
        assets not specifically used in connection with and/or related to the operations
        of the Business; and

       

      (s) Any
        and
        all Vehicles used and operated with respect to the Arizona
        Business.

       

      1.14  Franchises.
        All cable television franchises and similar rights obtained with respect
        to the
        Business from any Governmental
        Authority, including those set forth on Schedule
        5.4.
        Franchises to remain in Eagle West Communications, Inc name until total payment
        has been made to include the Note listed in 3.1 (b). Schedule
        3.1 (b)

       

      
        
          
          

        

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

       

      1.16  Governmental
        Authority.
        The
        United States of America, any state, commonwealth, territory or possession
        of
        the United States of America and any political subdivision or quasi-governmental
        authority of any of the same, including any court, tribunal, department,
        commission, board, bureau, agency, county, municipality, province, parish
        or
        other instrumentality of any of the foregoing.

       

      1.17  Governmental
        Permits.
        All FCC
        licenses and all other material approvals, authorizations, permits, licenses,
        registrations, qualifications, leases, variances and similar rights obtained
        with respect to the Business or Assets from any Governmental Authority, other
        than the Franchises, including those set forth on Schedule 5.4.

       

      1.18  Hazardous
        Substances.
        The
        following: (a) any “hazardous waste” as defined by the Resource
        Conservation and Recovery Act of 1976 (RCRA) (42 U.S.C. §§6901 et seq.);
        (b) any “hazardous substance” as defined by the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980 (CERCLA) (42 U.S.C. §§9601 et
        seq.); (c) any substance regulated by the Toxic Substances Control Act
        (TSCA) (15 U.S.C. §§2601 et seq.), or the Federal Insecticide, Fungicide and
        Rodenticide Act (FIFRA)(7 U.S.C. §§136 et seq.); (d) friable asbestos or
        asbestos-containing material of any kind or character; (e) polychlorinated
        biphenyls; (f) any substances regulated under the provisions of
        Subtitle I of RCRA relating to underground storage tanks; and (g) any
        other substance which by any Environmental Law requires special handling,
        reporting or notification of any Governmental Authority in its collection,
        storage, use, treatment or disposal.

       

      1.19  Included
        Vehicles.
        The
        vehicles listed on Schedule
        1.23.

       

      1.20  Intangibles.
        All
        intangible assets, including subscriber lists, accounts receivable, claims
        (excluding any claims relating to Excluded Assets), patents, copyrights and
        goodwill, if any, owned, used or held by Seller primarily for use in the
        Business.

       

      1.21  Legal
        Requirements.
        Applicable common law and any statute, ordinance, code, or other law, rule,
        regulation, order, technical or other written standard or procedure enacted,
        adopted or applied by any Governmental Authority.

       

      1.22  Losses.
        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 settlement
        costs, exclusive of consequential damages.

       

      1.23  Material
        Adverse Effect.
        A
        material adverse effect on the operation of the Systems or the financial
        condition of the Business, 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.

       

      
        
          
          

        

        
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      1.24  Permitted
        Encumbrances.
        The
        following Encumbrances: (a) those Encumbrances set forth on Schedule 1.28,
        (b) liens securing Taxes, assessments and governmental charges in an
        aggregate amount greater than $1,000.00, (c) any zoning law or ordinance or
        any similar Legal Requirement, (d) any right reserved to any Governmental
        Authority to regulate the affected property, and (e) in the case of leased
        property, whether real or personal, the rights, titles and interests of the
        lessor thereof, and all Encumbrances on such rights, titles and
        interests.

       

      1.25  Person.
        Any
        natural person, corporation, partnership, trust, unincorporated organization,
        association, limited liability company, Governmental Authority or other
        entity.

       

      1.26  Real
        Property.
        Except
        for the Excluded Assets (which Excluded Assets include any and all real property
        used in the Arizona Operation), all of Seller’s interests in real property,
        including leasehold interests and easements, wire crossing permits and rights
        of
        entry (except agreements related to multiple dwelling units).

       

      1.27  Required
        Consents.
        All
        authorizations, approvals and consents required under Governmental Permits,
        Contracts, Real Property or otherwise for (a) Seller to transfer the Assets
        and
        the Business to Buyer, and (b) Buyer to own or lease the Assets and to operate
        the Business in the manner in which the Business is conducted as of the Closing
        Date. Schedule
        5.6

       

      1.28  Systems.
        Each of
        the cable television Systems providing cable television services to the
        communities in Nevada listed on Schedule
        1.32.

       

      1.29  System
        Employees.
        All
        personnel who primarily render services in connection with the Systems.


       

      1.30  Taxes.
        All
        levies and assessments of any kind or nature imposed by any Governmental
        Authority with respect to the Assets, including all income, sales, use, ad
        valorem, value added, franchise, severance, net or gross proceeds, withholding,
        payroll, employment, excise or property taxes and levies, together with any
        interest thereon and any penalties, additions to tax or additional amounts
        applicable thereto.

       

      1.31  Tax
        Return.
        Any
        return, declaration, report, claim for refund or information return or statement
        relating to Taxes, including any schedule or attachment thereto, and
        including any amendment thereof.

       

      1.32  Other
        Definitions.
        The
        following terms are defined in the Sections indicated:

       

      
        	
                Term

              	
                Section

              
	 	 
	
                Action

              	
                11.4

              
	
                Agreement

              	
                Preamble

              
	
                Assumed
                  Obligations and Liabilities

              	
                2.2

              


      

       

       

      
        
          
          

        

        
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                Term

              	
                Section

              


      

      
        	 	 
	
                Arizona
                  Business

              	
                1.17
                  (a)

              
	
                Billing
                  Transition Services

              	
                7.7

              
	 	 
	
                Buyer

              	
                Preamble

              
	
                Closing
                  Date

              	
                9.1

              
	
                Closing
                  Date Payment

              	
                3.1.2

              
	
                Earnest
                  Money Deposit

              	
                3.1.1

              
	
                Effective
                  Date 

              	
                Preamble

              
	
                Eligible
                  Accounts Receivable

              	
                3.2

              
	
                ERISA

              	
                5.12.1

              
	
                Indemnified
                  Party

              	
                11.4

              
	
                Indemnifying
                  Party

              	
                11.4

              
	
                IRC

              	
                3.3

              
	
                Outside
                  Closing Date

              	
                9.1

              
	
                Prime
                  Rate

              	
                12.11

              
	
                Promissory
                  Note

              	
                3.1
                  (b)

              
	
                Purchase
                  Price & Allocation of Funds

              	
                3.1

              
	
                Security
                  Agreement

              	
                3.1
                  (a)

              
	
                Seller

              	
                Preamble

              
	
                Transaction
                  Documents

              	
                5.2

              
	
                UCC
                  Filing

              	
                3.1
                  (c)

              


      

       

      1.33  Rules
        of Construction.
        Unless
        otherwise expressly provided in this Agreement, (a) accounting terms used
        in this Agreement will have the meaning ascribed to them under GAAP;
        (b) words used in this Agreement, regardless of the gender used, will be
        deemed and construed to include any other gender, masculine, feminine, or
        neuter, as the context requires; (c) the word “including” is not limiting;
        (d) the capitalized term “Section” refers to sections of this Agreement;
        (e) references to a particular Section include all subsections
        thereof, (f) references to a particular statute or regulation include all
        amendments thereto, rules and regulations thereunder and any successor statute,
        rule or regulation, or published clarifications or interpretations with respect
        thereto, in each case as from time to time in effect; (g) references to a
        Person include such Person’s successors and assigns to the extent not prohibited
        by this Agreement; and (h) references to a “day” or number of “days”
(without the explicit qualification “Business”) will be interpreted as a
        reference to a calendar day or number of calendar days.

       

      	2.  	
              Purchase
                and Sale of Assets; Assumed Obligations and
                Liabilities

            


       

      2.1  Purchase
        and Sale of Assets.
        Subject
        to the terms and conditions set forth in this Agreement, at the Closing,
        Seller
        will convey, transfer and assign to Buyer, and Buyer will purchase from Seller,
        free and clear of all Encumbrances (except Permitted Encumbrances), the Assets,
        effective as of 12:01 a.m., eastern time, on the Closing Date.

       

      
        
          
          

        

        
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      2.2  Assumed
        Obligations and Liabilities.
        At the
        Closing, Buyer will assume, from the date of closing ongoing, and pay,
        discharge, and perform the following (the “Assumed
        Obligations and Liabilities”):
        (a) any outstanding and ongoing obligations and liabilities under the
        Governmental Permits and Contracts assigned and transferred to Buyer at Closing;
        (b) general property Taxes, sales and use Taxes, special assessments, and
ad
        valorem
        Taxes
        levied or assessed against any of the Assets, including those that constitute
        Permitted Liens; (c) charges for utilities and other goods or services furnished
        to the Systems; (d) copyright expenses; (d) those obligations and liabilities
        of
        Seller that Buyer elects to assume at Closing; and (e) all other
        obligations and liabilities arising out of Buyer’s ownership of the Assets or
        operation of the Systems on and after the Closing Date. The Assumed Obligations
        and Liabilities shall include any of the foregoing obligations or liabilities
        that have accrued prior to the Closing but are not due and payable until
        after
        the Closing.

       

      All
        obligations and liabilities arising out of or relating to the Business, the
        Assets or the Systems other than the Assumed Obligations and Liabilities
        will
        remain and be the obligations and liabilities solely of Seller.

       

      2.3  Buyer’s
        Duty to Pay Cure Costs for Assumed Contracts.
        Notwithstanding anything to the contrary herein, at Closing and in addition
        to
        the Purchase Price, Buyer will pay any and all amounts necessary to cure
        any
        defaults (if any) under any assumed Contracts, except the following: (i)
        franchise fees, (ii) pole attachment fees, (iii) FCC fees, (iv) copyright
        fees,
        (v) property taxes relating to Seller’s personalty, and (vi) real property taxes
        relating to any Real Property to be sold to Buyer up to a maximum aggregate
        amount of $1,000.00.

       

      2.4  Insurance
        Policies.
        Notwithstanding the transfer of the Seller’s insurance policies to the Buyer,
        the Seller shall remain as additional insureds under such policies, at no
        cost
        to them, until the expiration of any such policies, and the Seller as the
        loss
        payee on any insurance policies) shall be entitled to recover any insurance
        proceeds relating to any insured claims or losses arising prior to the Closing
        Date.

       

      	3.  	
              Consideration

            


       

      3.1  Purchase
        Price&
        Allocation of Funds.
        The
        consideration for the Assets will be total cash consideration of ONE MILLION
        & TWO HUNDRED THOUSAND DOLLARS $1,200,000 (the “Purchase
        Price”).
        The
        Purchase Price will be paid as follows:

       

      3.1.1. Earnest
        Money Deposit.
        Within
        five (5) calendar days after the Buyer’s execution of this Agreement, Buyer
        shall deposit with Alpha Broadcasting Communications to be paid against debt
        in
        accordance with the terms and provisions of this Agreement the cash amount
        of
        ONE HUNDRED THOUSAND DOLLARS ($100,000.00) as an earnest money deposit
        (“Earnest
        Money Deposit”,
        which
        shall also include all interest earned thereon, if any). The Earnest Money
        Deposit shall be held and disbursed in accordance with the terms of this
        Agreement. At the Closing of the purchase and sale of the Assets in accordance
        with the terms of this Agreement, the full amount of the Earnest Money Deposit
        shall be paid to Alpha Broadcasting Communications for the seller and applied
        toward the Purchase Price.
        Schedule 3.1 “Allocation of Funds”

      


      
        
          
          

        

        
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      3.1
        (a)
Security
        Agreement. A
        security agreement will be held in place against the outstanding balance
        of the
        Note listed in 3.1 (b) for a period of one year. Upon payment of Note security
        release will be full filled and a release will be signed by EWC. Schedule
        3.1 (a)

      


      3.1
        (b)  Promissory
        Note. A
        promissory note will be signed in the amount of $600.000.00 with a due date
        of
        March 19, 2007. Schedule
        3.1 (b)

      


      3.1
        (c)
Uniform
        Commercial Code (UCC) Form UCC 1.
        A UCC
        Form 1 will be filed against the assets involved in this purchase agreement
        for
        the period of the Note listed in 3.1 (b). Upon final payment of Note a release
        of this UCC From 1 will be filled.
        Schedule 3.1 (c)

      


      3.1.2. Closing
        Date Payment.
        Buyer
        will pay the sum of $1,100,000 (the “Closing
        Date Payment”),
        to
        Seller on the Closing Date under the terms of Schedule
        3.1 “Allocation
        of Funds”
        immediately available to the account designated by Seller in writing at least
        three Business Days prior to the Closing Date. 

       

      3.2  Buyer’s
        Assistance in Collecting Seller’s Accounts Receivable.
        Buyer
        will use its best efforts to collect all of Seller’s accounts receivable, and
        Buyer will remit to Seller an amount equal to such collections less the Buyer’s
        percentage for the costs of collection, and will settle the accounts on a
        monthly basis, until satisfied or until 120 days from the date of Closing.
        The
“Buyer’s percentage for the costs of collection” shall be an amount equal to the
        sum of (a) 50% of the face amount of all Eligible Accounts Receivable that
        are
        current or 30 days or less past due as of the Adjustment Time and (b) 70%
        of the face amount of all Eligible Accounts Receivable that are over 31 days
        past due as of the Adjustment Time. “Eligible
        Accounts Receivable”
will
        mean accounts receivable resulting from the provision of cable television
        and
        internet services by the Systems to active subscribers as of the Adjustment
        Time
        that relate to periods of time prior to the Adjustment Time. 

       

      3.3  Allocation
        of Purchase
        Price.
        For tax
        purposes, the purchase price shall be allocated among the Assets in accordance
        with the principles of Section 1060 of the Internal Revenue Code of 1986
        (the
“IRC”) and applicable Treasury Regulations thereunder. For purposes of this
        paragraph and Section 1060 of the IRC, the fair market values of the Assets
        shall be determined by Buyer within ten (10) business days of the date hereof.
        Such determination shall be subject to approval by the Seller. Buyer and
        Seller
        will file all necessary and appropriate Tax returns, forms and schedules
        thereto
        consistent with any such allocations, unless otherwise required by applicable
        Legal Requirements. 

       

      
        
          
          

        

        
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      3.4  Piggy-Back
        Registration.Subject
        to the provisions of the Agreement, if the Company proposes to file a
        registration statement under the Securities Act, with respect to an offering
        of
        any equity securities by the Company for its own account or for the account
        of
        any of its equity holders (other than a registration statement on Form S-4
        or
        S-8 or any substitute form that may be adopted by the SEC or any registration
        statement filed in connection with an exchange offer or offering of securities
        solely to the Company’s existing security holders), then the Company shall give
        written notice of such proposed filing to the holder of the Shares as soon
        as
        practicable (but in no event less than 10 working days before the anticipated
        initial filing date of such registration statement), and such notice shall
        offer
        such holder of the Shares the opportunity to register such number of Shares
        as
        the holder of the Shares may request (a “Piggyback Registration”). The Company
        shall include in each such Piggyback Registration all Shares requested to
        be
        included in the registration for such offering; provided, however, that the
        Company may at any time withdraw or cease proceeding with such registration.
        The
        holder of the Shares shall be permitted to withdraw all or part of its Shares
        from a Piggyback Registration at any time prior to the effective date
        thereof.

       

      	4.  	
              Employee
                Matters

            


       

      4.1  At
        the
        Closing, Buyer may, but will have no obligation to, make offers of employment,
        commencing effective as of the Closing Date, to any System Employees who
        otherwise meet Buyer’s criteria for employment. To the extent permissible by
        applicable Legal Requirements, Seller agrees to cooperate in all reasonable
        respects with Buyer to allow Buyer to evaluate and interview System Employees
        in
        order to make employment decisions, including providing reasonable access
        to
        Seller’s files with respect to the System Employees, if requested by Buyer.
        Buyer will, at its cost, be permitted to conduct pre-employment physical
        examinations (including drug-screening tests) and other appropriate pre-hire
        investigations of System Employees, and Buyer may make any offer of employment
        to any such System Employee conditional upon its receipt, review and approval
        of
        the results of such pre-hire examinations and investigations.

       

      4.2  At
        the
        Closing, Seller will terminate the employment of all System Employees to
        whom
        Buyer has made an offer of employment. 

       

      4.3  Subject
        to the requirements of all claims and obligations under, pursuant to or in
        connection with any welfare, medical, insurance, disability or other employee
        benefit plans covering any System Employee or arising under any Legal
        Requirement affecting System Employees of Seller incurred through and including
        the Closing Date will remain the responsibility of Seller or its Affiliates.
        For
        purposes of this Section, a claim or obligation will be deemed to have been
        incurred on the date of the occurrence of (a) death or dismemberment in the
        case
        of claims under life insurance and accidental death and dismemberment policies,
        (b) the date of the initial disability in the case of claims under disabilities
        policies or (c) the date on which the charge or expense giving rise to such
        claim is incurred in the case of all other claims. Buyer
        will not have or assume any obligation or liability under or in connection
        with
        any such plan maintained with respect to any System Employee.

       

      
        
          
          

        

        
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      4.4  Except
        as
        expressly provided in this Section 4,
        Seller
        will remain solely responsible for, and will indemnify Buyer and hold Buyer
        harmless from and against all Losses arising from or with respect to, all
        salaries and all severance, vacation, medical, sick, holiday, continuation
        coverage and other compensation or benefits to which System Employees may
        be
        entitled (including “sticking” or “staying” bonuses), whether or not such System
        Employees may be hired by Buyer, as a result of their employment by Seller,
        the
        termination of their employment, the consummation of the transactions
        contemplated hereby or pursuant to any applicable Legal
        Requirement.

       

      4.5  Seller
        will retain full responsibility and liability for offering and providing
        “continuation coverage” to any “qualified beneficiary” who is covered by a
“group health plan” sponsored or contributed to by Seller and who has
        experienced a “qualifying event” or is receiving “continuation coverage” through
        and including the Closing Date. As used in this Section 4.5,
        “continuation coverage,” “qualified beneficiary,” “group health plan,” and
“qualifying event” all will have the meanings given such terms under Internal
        Revenue Code Section 4980B.

       

      4.6  Nothing
        in this Section 4
        or
        elsewhere in this Agreement will be deemed to make any employee of the parties
        a
        third party beneficiary of this Agreement.

       

      	5.  	
              Representations
                and Warranties of Seller

            


       

      To
        the
        best of its knowledge, Seller represents and warrants to Buyer, as of the
        Effective Date and as of the Closing, as follows:

       

      5.1  Authority
        and Validity.

       

      5.1.1  Seller
        has full power and authority to possess the Assets and to carry on the operation
        of the Systems pursuant to Franchise Agreements. 

       

      5.1.2  This
        Agreement will constitute a valid and binding agreement of Seller, enforceable
        in accordance with its terms. 

       

      5.2  No
        Conflict; Required Consents.
        Except
        for obtaining the Required Consents (if necessary from the authorized
        authority), the execution and delivery by Seller of, the performance of Seller
        under, and the consummation by Seller of the transactions contemplated by,
        this
        Agreement and any other agreements or documents contemplated by this Agreement
        (the “Transaction
        Documents”)
        to
        which Seller is a party do not and will not: (a) violate any Legal
        Requirement; (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) (i) violate or
        result in a breach of or constitute a default under (without regard to
        requirements of notice, lapse of time, or elections of any Person, or any
        combination thereof), (ii) permit or result in the termination, suspension
        or modification of, (iii) result in the acceleration of (or give any Person
        the right to accelerate) the performance of Seller under, or (iv) result in
        the creation or imposition of any Encumbrance under any Contract or any other
        instrument evidencing any of the Assets or by which Seller or any of its
        assets
        is bound or affected.

       

      
        
          
          

        

        
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      5.3  Assets.
        Seller,
        on the Closing Date, will have the authority to transfer, and will transfer,
        good and marketable title to (or, in the case of Assets that are leased,
        valid
        leasehold interests in) the Assets. The sale of the Assets shall be free
        and
        clear of all Encumbrances, except (a) Permitted Encumbrances and
        (b) Encumbrances described on Schedule 5.3.
        Seller
        is transferring the Assets “as is, where is” to Buyer.

       

      5.4  Franchises
        and Governmental Permits.
        All
        Franchises and Governmental Permits are listed on Schedule 5.4.
        Seller
        has provided to Buyer complete and correct copies of all Franchises and
        Governmental Permits. Except as set forth on Schedule 5.4,
        each
        Franchise and Governmental Permit is in full force and effect and Seller
        is not,
        and the other party thereto is not, in breach or default of any material
        terms
        or conditions thereunder. Except as set forth on Schedule
        5.4,
        there
        is no legal action, governmental proceeding or investigation pending or
        threatened to terminate, suspend or modify any Franchise or Governmental
        Permit.


       

      5.5  Contracts.
        All
        Contracts are described on Schedule 5.5,
        except
        for: (a) subscription agreements with individual residential subscribers
        for the cable services provided by the Systems in the ordinary course of
        business which may be canceled by the Systems without penalty on not more
        than
        30 days’ notice; (b) miscellaneous service Contracts
        terminable-at-will without penalty; (c) Contracts involving any immaterial
        monetary or non-monetary obligation of Seller, (d) bank financing
        documents; and (e) Contracts constituting Excluded Assets. Seller has
provided
        to Buyer
        true and complete copies of each of the written Contracts, including any
        amendments thereto, other than Contracts described in
        clauses (a) through (e) above. Each Contract is unmodified and is
        in full force and effect and constitutes the valid, legal, binding and
        enforceable obligation, and neither Seller nor any other party thereto, is
        in
        breach or default of any material terms or conditions thereunder. If
        requested in writing by Buyer, Seller shall, at Buyer’s expense, produce copies
        of any contracts relating to the Business not described on Schedule
        5.5.

       

      5.6  Real
        Property.
        All
        Assets consisting of owned or leased Real Property interests are described
        on
Schedule 5.6.
        Seller
        has valid and enforceable leasehold interests in Real Property shown as being
        leased by Seller on Schedule 5.6
        and,
        with respect to other Real Property not owned or leased by Seller, Seller
        has
        the valid and enforceable right to use all such other Real Property pursuant
        to
        easements, licenses, rights-of-way or other rights, including those easements,
        licenses, rights-of-way or other rights described on Schedule 5.6,
        subject
        only to Permitted Encumbrances. There is no easement or other real property
        interest, other than the Real Property, that is required, or that has been
        asserted by a Governmental Authority or other Person to be required, to conduct
        the Business or operate the Systems. All leased Real Property (including
        the
        improvements thereon) (a) is in good condition and repair (ordinary wear
        and tear excepted) consistent with its present use, (b) will be available
        to
        Buyer for immediate use in the conduct of the Business or operation of the
        Systems in accordance herewith, (c) has access to and over public streets
        or
        private easements for which Seller has a valid right of ingress and egress,
        and
        (d) conforms in its use to all material restrictive covenants, if any, or
        other
        material Encumbrances affecting all or part of such parcel. 

       

      
        
          
          

        

        
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      5.7  Environmental
        Matters.

       

      5.7.1  Except
        as
        disclosed in Schedule 5.7, the
        leased Real Property has not been used in connection with the operation of
        the
        Systems for the generation, storage, discharge or disposal of any Hazardous
        Substances except as permitted under applicable Environmental Laws. Except
        as
        set forth in
        Schedule 5.7,
        the
        Seller has not received any written notice from any Governmental Authority
        alleging that the owned or leased Real Property is in violation of any
        Environmental Law, and no claim based on any applicable Environmental Law
        has
        been asserted in writing in the past or is currently pending or threatened
        with
        respect to any owned or leased Real Property.

       

      5.7.2  Seller
        has provided
        to Buyer
        complete and correct copies of (a) all studies, reports, surveys or other
        materials in Seller’s possession relating to the presence or alleged presence of
        Hazardous Substances at, on or affecting the owned or leased Real Property,
        (b) all notices or other materials in Seller’s possession that were
        received from any Governmental Authority administering or enforcing any
        Environmental Laws relating to current or past ownership, use or operation
        of
        the owned or leased Real Property or activities at such Real Property, and
        (c) all materials in Seller’s possession relating to any litigation or
        allegation by any Person under or concerning any Environmental Law as it
        relates
        to the owned or leased Real Property.

       

      5.8  Compliance
        with Legal Requirements.

       

      5.8.1  Except
        as
        set forth on Schedule 5.8,
        the
        operation of the Business is in compliance with all applicable Legal
        Requirements, including the Cable Act, except to the extent that the failure
        to
        so comply with any of the foregoing would not reasonably be expected,
        individually or in the aggregate, to have a Material Adverse Effect. Seller
        has
provided
        to Buyer
        true and complete copies of all FCC rate forms that have been prepared with
        respect to the Systems and copies of all correspondence with any Governmental
        Authority relating to rate regulation generally or specific rates charged
        to
        subscribers of the Systems. Schedule 5.8
        sets
        forth a list of (a) all pending complaints with respect to any rates which
        have been filed with the FCC for the Systems and (b) those franchising
        authorities that have filed FCC Form 328 for certification to regulate any
        of the rates of the Systems.

       

      5.8.2  To
        the
        extent necessary and appropriate, Seller has made the required filings with
        respect to the Business under Section 111 of the Copyright Act for the past
        three reporting periods, if requested in writing by Buyer, Seller shall,
        at
        Buyer’s expense, produce copies of any such filings.

       

      5.9  Patents,
        Trademarks and Copyrights.
        Except
        for Excluded Assets and except as described in Schedule 5.9,
        Seller
        does not possess any patent, patent right, trademark or copyright material
        to
        the operation of the Business, and Seller is not a party to any license or
        royalty agreement with respect to any such patent, trademark or copyright
        except
        for licenses respecting program material and obligations under the Copyright
        Act
        of 1976 applicable to cable television systems generally and commercially
        available software. The Business and the Systems have been operated in such
        a
        manner so as not to violate or infringe upon the rights of, or give rise
        to any
        rightful claim of any Person for copyright, trademark, service mark, patent,
        license, trade secret infringement or the like.

       

      5.10  Legal
        Proceedings.
        Except
        for the Settlement of Creekside v. Corridor pending and as set forth in
Schedule 5.10:
        (a) with respect to the Systems, there is no claim, investigation or
        litigation pending or threatened, by or before any Governmental Authority
        or
        private arbitration tribunal by or against Seller or the Assets, which, if
        adversely determined, could have a Material Adverse Effect or could materially
        and adversely affect the ability of Seller to perform its obligations under
        this
        Agreement.

       

      
        
          
          

        

        
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      5.11  Tax
        Matters.
        Except
        as set forth on Schedule 5.11, there
        are
        no unresolved claims concerning any Tax liability relating to the Assets
        or the
        Systems. Seller has not received any notice of deficiency or assessment or
        of a
        proposed deficiency or assessment from any taxing Governmental Authority
        pertaining to the Assets or the Systems.

       

      5.12  Employment
        Matters.
        

       

      5.12.1  Seller
        has separately provided
        to Buyer
        on a confidential basis a list of names and positions of all System Employees
        as
        of the date set forth in such list, along with other pertinent employment
        information. Except as set forth on Schedule 5.12,
        no
        System Employee is party to any employment agreement, either written or oral,
        the Business has complied with applicable Legal Requirements relating to
        the
        employment of labor, including the Employee Retirement Income Security Act
        of
        1974, as amended (“ERISA”), continuation coverage requirements with respect to
        group health plans, and those relating to wages, hours, collective bargaining,
        unemployment insurance, worker’s compensation, equal employment opportunity, age
        and disability discrimination, immigration control and the payment and
        withholding of Taxes.

       

      5.12.2  System
        Employees are not a party to any collective bargaining agreements. There
        are not
        pending any unfair labor practice charges relating to System Employees, any
        demand for recognition or any other request or demand from a labor organization
        for representative status with respect to any System Employee. 

       

      5.13  System
        Information.
        Schedule 5.13
        sets
        forth the approximate number of plant miles (aerial and underground) for
        the
        Systems, the stations and signals carried by the Systems and the channel
        position of each such signal and station, and the counties, cities and towns
        served by the Systems. Schedule 5.13
        also
        sets forth the approximate number of homes passed by the Systems, the channel
        lineup of the Systems, and the monthly rates charged for each class of service
        for the Systems. 

       

      
        
          
          

        

        
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      5.14  Finders
        and Brokers.
        Seller
        has not employed any financial advisor, broker or finder or incurred any
        liability for any financial advisory, brokerage, finder’s or similar fee or
        commission in connection with the transactions contemplated by this Agreement
        for which Buyer (directly or indirectly) could be liable.

       

      5.15  Bonds.
        Except
        as set forth on Schedule 5.15,
        there
        are no franchise, construction, fidelity, performance or other bonds, or
        letters
        of credit, posted or required to be posted in connection with the Systems
        or the
        Assets.

       

      5.16  Accounts
        Receivable.
        The
        accounts receivable relating to the Systems are actual and bona fide receivables
        representing obligations for the total dollar amount thereof shown on the
        books
        of the Business, and are subject to no offset or reduction of any nature.
        

       

      	6.  	
              Buyer’s
                Representations and Warranties

            


       

      Buyer
        represents and warrants to Seller, as of the Effective Date and as of the
        Closing, as follows:

       

      6.1  Organization
        and Qualification.
        Buyer
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of the State of Nevada and has all requisite power and authority to
        own,
        lease and use the assets owned, leased or used by it and to conduct its business
        as it is currently conducted. 

       

      6.2  Authority
        and Validity.
        Buyer
        has all requisite power and authority to execute and deliver, to perform
        its
        obligations under, and to consummate the transactions contemplated by, this
        Agreement and the Transaction Documents to which Buyer is a party. The execution
        and delivery by Buyer of, the performance by Buyer of its obligations under,
        and
        the consummation by Buyer of the transactions contemplated by, this Agreement
        and the Transaction Documents to which Buyer is a party have been duly and
        validly authorized by all necessary action by or on behalf of Buyer. This
        Agreement has been, and when executed and delivered by Buyer the Transaction
        Documents will be, duly and validly executed and delivered by Buyer and the
        valid and binding obligations of Buyer, enforceable against Buyer in accordance
        with their terms, except as the same may be limited by applicable bankruptcy,
        insolvency, reorganization, moratorium or similar laws now or hereafter in
        effect relating to the enforcement of creditors’ rights generally or by
        principles governing the availability of equitable remedies.

       

      6.3  No
        Conflicts; Required Consents.
        The
        execution and delivery by Buyer, the performance of Buyer under, and the
        consummation by Buyer of the transactions contemplated by, this Agreement
        and
        the Transaction Documents to which Buyer is a party do not and will not
        (a) violate any provision of the articles of incorporation or bylaws of
        Buyer, (b) violate any Legal Requirement, (c) 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
        (d) (i) violate or result in a breach of or constitute a default under
        (without regard to requirements of notice, lapse of time or elections of
        any
        Person or any combination thereof), (ii) permit or result in the
        termination, suspension or modification of, (iii) result in the
        acceleration of (or give any Person the right to accelerate) the performance
        of
        Buyer under, or (iv) result in the creation or imposition of any
        Encumbrance under any instrument or other agreement to which Buyer is a party
        or
        by which Buyer or any of its assets is bound or affected, except for purposes
        of
        this clause (d) such violations, conflicts, breaches, defaults,
        terminations, suspensions, modifications and accelerations as would not,
        individually or in the aggregate, have a material adverse effect on the
        validity, binding effect or enforceability of this Agreement or on the ability
        of Buyer to perform its obligations under this Agreement or the Transaction
        Documents to which it is a party.

       

      
        
          
          

        

        
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      6.4  Finders
        and Brokers.
        Buyer
        has not employed any financial advisor, broker or finder or incurred any
        liability for any financial advisory, brokerage, finder’s or similar fee or
        commission in connection with the transactions contemplated by this Agreement
        for which Seller (directly or indirectly) could be liable.

       

      6.5  Legal
        Proceedings.
        Except
        for the Settlement of Creekside v. Corridor pending and as set forth in
Schedule
        5.10:
        (a)
        with respect to the Systems, there is no claims, actions, suits, proceedings,
        investigations or litigation pending or threatened, by or before any
        Governmental Authority or private arbitration tribunal, by or against or
        affecting or relating to Buyer and, no facts or circumstances exist which
        could
        reasonably be expected to give rise to any such claim, investigation or
        litigation, which, if adversely determined, would restrain or enjoin the
        consummation of the transactions contemplated by this Agreement or declare
        unlawful the transactions or events contemplated by this Agreement or cause
        any
        of such transactions to be rescinded.

       

      	7.  	
              Additional
                Covenants

            


       

      7.1  Access
        to Premises and Records.
        Between
        the Effective Date and the Closing Date, Seller will give Buyer and its counsel,
        accountants and other representatives full access during normal business
        hours
        upon reasonable notice to all the premises and books and records of the Business
        and to all the Assets and to the Systems’ general manager and will furnish to
        Buyer and such representatives all such documents, financial information,
        and
        other information regarding the Business and the Assets as Buyer from time
        to
        time reasonably may request; provided that no such investigation will affect
        or
        limit the scope of any of Seller’s representations, warranties, covenants and
        indemnities in this Agreement or any Transaction Document or limit liability
        for
        any breach of any of the foregoing.

       

      7.2  Continuity
        and Maintenance of Operations.
        Except
        as Buyer may otherwise consent in writing (which consent will not be withheld
        unreasonably), between the Effective Date and the Closing, Seller will comply
        with the following:

       

      7.2.1  Seller
        will conduct the Business and operate the Systems only in the usual, regular
        and
        ordinary course consistent with its past practices, and will use commercially
        reasonable efforts to (a) preserve the Business intact, including
        preserving existing relationships with franchising authorities, suppliers,
        customers and others having business dealings with Seller relating to the
        Business, (b) keep available the services of its employees and agents
        providing services in connection with the Business, and (c) continue making
        marketing, advertising and promotional expenditures with respect to the Business
        consistent with past practices.

       

      
        
          
          

        

        
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      7.2.2  Seller
        will perform regular maintenance on the Assets to maintain the Assets in
        good
        repair, order and condition (ordinary wear and tear excepted), will maintain
        equipment and inventory at historical levels consistent with past practices,
        will maintain in full force and effect, policies of insurance with respect
        to
        the Business in amounts consistent with good industry practice, and will
        maintain its books, records and accounts in the usual, regular and ordinary
        manner on a basis consistent with past practices.

       

      7.2.3  Seller
        will not (a) change the rates charged for any programming services provided
        by the Systems or add, delete, re-tier or repackage any such programming
        services except to the extent required under any Legal Requirement,
        (b) sell, transfer or assign any portion of the Assets other than sales in
        the ordinary course of business, or permit the creation of any Encumbrance
        on
        any Asset other than a Permitted Encumbrance or any Encumbrance which will
        be
        released at or prior to the Closing, (c) modify in any material respect,
        terminate, suspend or abrogate any Governmental Permits, material Contracts
        or
        any other material agreement (other than those constituting Excluded Assets),
        or
        (d) enter into any Contract or commitment relating to the Systems involving
        an expenditure in excess of $5,000, other than as required by the Franchises
        or
        as contemplated by this Agreement, other than contracts or commitments which
        are
        cancelable on 60 days’ notice or less without penalty.

       

      7.2.4  Seller
        will promptly notify Buyer of any fact, circumstance, event or action by
        it or
        otherwise (a) which, if known at the Effective Date, would have been
        required to be disclosed in or pursuant to this Agreement or (b) the
        existence, occurrence or taking of which would result in any of Seller’s
        representations and warranties in this Agreement or any Transaction Document
        not
        being true, complete and correct, if not already qualified by materiality,
        in
        all material respects, and if qualified by materiality, in all respects,
        in each
        case when made or at the Closing.

       

      7.3  Required
        Consents.
        

       

      7.3.1  Prior
        to
        the Closing, Seller will use commercially reasonable efforts to assume and
        assign to Buyer, any and all Contracts, and/or Government Permits, without
        regard to and/or notwithstanding the failure or refusal of any third party
        to
        any such Contracts or Government Permits to consent to such assignment; or
        (b)
        obtain in writing, as promptly as possible and at its expense, all the Required
        Consents, and any other consent, authorization or approval required to be
        obtained by Seller in order to transfer the Assets to Buyer in connection
        with
        the transactions contemplated by this Agreement, each in form and substance
        reasonably satisfactory to Buyer (which, in the case of Contracts, may include
        estoppel language with respect to the status of the Contract), and deliver
        to
        Buyer copies of such Required Consents and such other consents, authorizations
        or approvals promptly after they are obtained by Seller. To the extent required
        under 11 U.S.C. § 365, Seller shall cure any defaults relating to the payment of
        (i) franchise fees, (ii) pole attachment fees, (iii) FCC fees, (iv) copyright
        fees, (v) property taxes relating to Seller’s personalty, and/or (vi) real
        property taxes relating to any Real Property to be sold to Buyer, up to a
        maximum aggregate amount of $1,000.00, which cures are or may be necessary
        to
        permit the assumption and assignment to Buyer of any Contracts to be assumed
        by
        Buyer and that are in default due to the Seller’s failure to pay any such (i)
        franchise fees, (ii) pole attachment fees, (iii) FCC fees, (iv) copyright
        fees,
        (v) property taxes relating to Seller’s personalty, and/or (vi) real property
        taxes relating to any Real Property to be sold to Buyer. Other than the cost
        to
        cure such defaults, commercially reasonable efforts do not require that Seller
        (a) pay any amounts in excess of reasonable processing or application fees
        or
        (b) institute, threaten or settle any litigation. Buyer will cooperate with
        Seller to obtain all Required Consents, but Buyer will not be required to
        accept
        or agree or accede to any modifications or amendments to, or changes in,
        or the
        imposition of any condition to the transfer to Buyer of any Contract or
        Governmental Permit that are not reasonably acceptable to Buyer. 

       

      
        
          
          

        

        
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      7.4  Transfer
        Taxes.
        Any
        state or local sales, use, transfer, or documentary transfer Taxes or fees
        or
        any other charge (including filing fees) imposed by any Governmental Authority
        arising from or payable by reason of the transfer of the Assets as contemplated
        by this Agreement will be paid by Seller, subject to any Bankruptcy Code
        requirements or restrictions and subject to the terms of a confirmed plan
        of
        reorganization in the Bankruptcy Case. 

       

      7.5  Use
        of
        Names and Logos.
        After
        the Closing, Buyer will continue to use the name “Eagle West Communications”
with the Business and Assets unit the total purchase price has been paid.
        Notwithstanding the foregoing, nothing in this Section 7.5
        will
        require Buyer to remove or discontinue using any such name or mark that is
        affixed to converters or other items in or to be used in consumer homes or
        properties, or as are used in a similar fashion making such removal or
        discontinuation impracticable. Seller and Buyer’s agree name, Eagle West
        Communications, Inc., is acceptable to be utilized in all future business
        operations until full purchase price has been paid.

       

      7.6  Satisfaction
        of Conditions.
        Each
        party will use commercially reasonable efforts to satisfy, or to cause to
        be
        satisfied, the conditions to the obligations of the other party to consummate
        the transactions contemplated by this Agreement, as set forth in Section
        8.

       

      7.7  Transition
        Services.
        Seller
        will provide assistance to Buyer with respect to the operation of the billing
        systems, software and related fixed assets used by Seller in connection with
        the
        Systems (the “Billing
        Transition Services”)
        for a
        period of up to 360 days
        following the Closing to allow for transition of such services to Buyer and
        the
        conversion of existing billing arrangements. Buyer will reimburse Seller,
        on a
        monthly basis, for all direct expenses, including personnel expenses, incurred
        by Seller in providing the Billing Transition Services or other transition
        services. 

       

      
        
          
          

        

        
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      7.8  Leased
        Equipment and Other Capital Leases.
        Seller
        will assign to Buyer any capital leases for Equipment that Buyer agrees to
        assume, and Buyer will assume all of Seller’s rights, responsibilities and
        liabilities under any such capital leases. Further, to the extent that any
        lessors under such capital leases require any form of “adequate assurance of
        future performance”, Buyer will exercise its best efforts to provide such
        assurances.

       

      7.9  Post-Closing
        Access to Personnel Records.
        Except
        as otherwise prohibited by applicable Legal Requirements, for a period ending
        on
        the first anniversary of the Closing Date, Seller will, at no cost to Buyer,
        provide
        Buyer
        from time to time, during normal business hours and upon reasonable notice
        from
        Buyer, with access to, and the right to make copies or extracts of, pertinent
        information from the personnel files and records of Seller relating to System
        Employees who are hired by Buyer in connection with any claim, investigation
        or
        litigation, payment of Taxes or any other valid business reason.

       

      7.10  Retransmission
        Consent Agreements.
        On or
        prior to the date which is 20 days prior to the Closing Date, Seller will
        provide to Buyer a list (and provide
        copies,
        to the extent not previously provided) of all local retransmission consent
        agreements then in effect with respect to the Systems. By written notice
        delivered to Seller at least 10 days prior to the Closing Date, Buyer may,
        in
        its sole discretion, elect to assume one or more of Seller’s retransmission
        consent agreements. Any such retransmission consent agreements that Buyer
        elects
        to assume pursuant to this Section 7.10
        will
        be
        deemed to be included in the Assets for all purposes under this
        Agreement.

       

      


       

      	8.  	
              Conditions
                Precedent

            


       

      8.1  Conditions
        to the Obligations of Buyer and Seller.
        The
        obligation of each party to consummate the transactions contemplated by this
        Agreement is subject to the satisfaction, at or before the Closing, of the
        following conditions, which may be waived by the parties to the extent permitted
        by applicable Legal Requirements:

       

      8.1.1  Absence
        of Legal Proceedings.
        Other
        than the Settlement of Creekside v. Corridor, no action, suit, investigation
        or
        proceeding is pending before, or threatened by, any Governmental Authority,
        no
        judgment will have been entered and not vacated by any Governmental Authority
        and no Legal Requirement will have been enacted, promulgated or issued or
        become
        or deemed applicable to any of the transactions contemplated by this Agreement
        by any Governmental Authority, which could reasonably be expected to prevent
        or
        make illegal the purchase and sale of the Assets contemplated by this
        Agreement.

       

      8.1.2  Consents.
        

       

      8.1.2.a.
        Seller and Buyer will have received either:

       

      (a)
        evidence, in form and substance satisfactory to Buyer, that all of the Required
        Consents with respect to the assigned Contracts and Government Permits relating
        to such systems have been obtained or given and are in full force and
        effect.

       

      
        
          
          

        

        
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      8.2  Conditions
        to the Obligations of Buyer.
        The
        obligation of Buyer to consummate the transactions contemplated by this
        Agreement is subject to the satisfaction, at or before the Closing, of the
        following conditions, which may be waived by Buyer to the extent permitted
        by
        applicable Legal Requirements:

       

      8.2.1  Representations
        and Warranties.
        The
        representations and warranties of Seller in this Agreement, if qualified
        by a
        reference to materiality, are true, complete and correct and, if not so
        qualified, are true, complete and correct in all material respects, at and
        as of
        the Closing with the same effect as if made at and as of the Closing, except
        for
        changes, if any, permitted or contemplated by this Agreement and except to
        the
        extent a different date is specified therein, in which case such representation
        and warranty will be true and correct as of such date.

       

      8.2.2  Performance
        of Agreements.
        Seller
        will have performed in all material respects all obligations and agreements
        and
        complied in all material respects with all covenants in this Agreement and
        any
        Transaction Document to be performed or complied with by Seller at or before
        the
        Closing.

       

      8.2.3  No
        Material Adverse Effect.
        Since
        the Effective Date, no event will have occurred which has had, or could
        reasonably be expected to result in, a Material Adverse Effect.

       

      8.2.4  Retransmission
        Consent Agreements.
        Buyer
        will have entered into, or received a valid assignment of, a retransmission
        consent agreement with respect to each local broadcast signal carried by
        the
        Systems other than pursuant to a valid must carry election under the Cable
        Act.

       

      8.2.5  Programming
        Deletion.
        Upon
        written notice from Buyer to Seller given at least 30 days prior to
        Closing, or given 30 days prior to the date designated by Buyer for deletion,
        if
        earlier than Closing, Seller will have deleted from the Systems any programming
        services that (i) Buyer does not have the right to carry on the Systems
        after Closing or (ii) Buyer determines, in its reasonable judgment, could
        potentially result in liability on the part of Buyer for copyright payments
        after Closing in excess of those payments made by Seller with respect to
        carriage of such signals prior to Closing. If Buyer designates any programming
        services for deletion prior to Closing, Buyer and Seller will use commercially
        reasonable efforts to agree upon substitute programming to be added to the
        Systems to replace such deleted programming.

       

      8.2.6  Subscriber
        List.
        Seller
        will have delivered to Buyer, at least 10 days prior to the Closing, a current
        list of subscribes of the Systems, including billing address and related
        account
        information.

       

      8.2.7  Seller’s
        Cure.
        Seller
        will have cured, or made arrangements for the prompt cure of, any defaults
        relating to the payment of (i) franchise fees, (ii) pole attachment fees,
        (iii)
        FCC fees, (iv) copyright fees, (v) property taxes relating to Seller’s
        personalty, and/or (vi) real property taxes relating to any Real Property
        to be
        sold to Buyer, up to a maximum aggregate amount of $1,000.00, which cures
        are or
        may be necessary to permit the assumption and assignment to Buyer of any
        Contracts to be assumed by Buyer and that are in default due to the Seller’s
        failure to pay any such (i) franchise fees, (ii) pole attachment fees, (iii)
        FCC
        fees, (iv) copyright fees, (v) property taxes relating to Seller’s personalty,
        and/or (vi) real property taxes relating to any Real Property to be sold
        to
        Buyer. 

       

      
        
          
          

        

        
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      8.3  Conditions
        to Obligations of Seller.
        The
        obligation of Seller to consummate the transactions contemplated by this
        Agreement is subject to the satisfaction, at or before the Closing, of the
        following conditions, which may be waived by Seller to the extent permitted
        by
        applicable Legal Requirements:

       

      8.3.1  Representations
        and Warranties.
        The
        representations and warranties of Buyer in this Agreement, if qualified by
        a
        reference to materiality, are true, complete and correct and, if not so
        qualified, are true, complete and correct in all material respects, at and
        as of
        the Closing with the same effect as if made at and as of the Closing, except
        for
        changes, if any, permitted or contemplated by this Agreement and except to
        the
        extent a different date is specified therein, in which case such representation
        and warranty will be true and correct as of such date.

       

      8.3.2  Performance
        of Agreements.
        Buyer
        will have performed in all material respects all obligations and agreements,
        and
        complied in all material respects with all covenants and conditions in this
        Agreement and any Transaction Document to be performed or complied with by
        Buyer
        at or before the Closing.

       

      	9.  	
              The
                Closing

            


       

      9.1  The
        Closing; Time and Place.
        The
        Closing will be held on a date mutually agreed upon by the parties after
        all
        conditions to the Closing contained in this Agreement (other than those based
        on
        acts to be performed at the Closing) have been satisfied or waived (the
“Closing
        Date”).
        In no
        event will the Closing occur after March 30, 2007 (the “Outside
        Closing Date”),
        unless the parties otherwise agree. The Closing will be held via facsimile
        and
        overnight courier, or at such place and at such time as Buyer and Seller
        may
        agree. If the Closing Date is not a Business Day, then Buyer will pay the
        Purchase Price on the immediately following Business Day.

       

      9.2  Seller’s
        Delivery Obligations.
        At the
        Closing, Seller will deliver (or cause to be delivered) to Buyer the
        following:

       

      9.2.1  an
        executed Bill of Sale and Assignment and Assumption in the form of Exhibit A
        to this
        Agreement;

       

      9.2.2  possession
        of the Assets;

       

      9.2.3  to
        the
        extent not previously provided or included in the Excluded Assets, copies
        of all
        Contracts, customer and subscriber lists, engineering records, maps, databases,
        files, records, codes, combinations, passwords, keys and other entry and
        identification information to permit operation of the Assets and used by
        Seller
        in connection with the operation of the Systems (provision of the foregoing
        will
        be deemed made to the extent such records are then located at any offices
        included in the Real Property); and

       

      
        
          
          

        

        
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      9.2.4  such
        other documents as Buyer may reasonably request in connection with the
        transactions contemplated by this Agreement.

       

      9.3  Seller
        Cooperation; Covenant Not to Compete; and Termination of Rights once the
        full
        purchase price has been paid:

       

      9.3.1  Seller
        shall cooperate with Buyer to achieve a smooth transition of utility and
        other
        similar services furnished to the Systems. 

       

      9.3.2  For
        a
        period of one (1) year after the Closing, Seller shall, either directly or
        indirectly, solicit business for any customer of the Business, and shall
        directly or indirectly manage, operate, control or participate in the ownership,
        management, operation or control, or be connected in any manner, either as
        owner, proprietor, partner, stockholder, director, officer, employee, agent
        or
        otherwise, of any business that competes with the Business anywhere that
        the
        Business transacts business as of the day before the Closing Date. This shall
        remain in effect until the full purchase price has been paid. In the event
        of a
        breach of this covenant, Seller shall be entitled to injunctive relief in
        addition to all remedies provided by law.

       

      9.3.3  Seller
        shall have no right, title or interest of any kind in the Assets, and shall
        not
        transfer, assign or convey or purport to transfer, assign or convey any of
        the
        Assets or any interest therein, including, without limitation, any of the
        Intangibles, to any person other than the Buyer. Once the full purchase price
        has been paid.

       

      9.4  Buyer’s
        Delivery Obligations.
        At the
        Closing, Buyer will deliver (or cause to be delivered) to Seller the
        following:

       

      9.4.1  the
        Closing Date Payment;

       

      9.4.2  an
        executed Bill of Sale and Assignment and Assumption in the form of Exhibit
        A
        to this
        Agreement; and

       

      9.4.3  such
        other documents as Seller may reasonably request in connection with the
        transactions contemplated by this Agreement.

       

      	10.  	
              Termination

            


       

      10.1  Termination
        Events.
        This
        Agreement may be terminated and the transactions contemplated by this Agreement
        may be abandoned:

       

      
        
          
          

        

        
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      10.1.1  At
        any
        time by the mutual written agreement of Buyer and Seller;

       

      10.1.2  By
        either
        party at any time upon 30 days prior written notice to the other, if the
        other
        is in material breach or default of any of its covenants, agreements or other
        obligations in this Agreement and fails to cure such breach or default within
        the 10-day period following such written notice or, if such breach or default
        is
        incapable of being cured within such 10-day period and the defaulting party
        promptly initiates and diligently pursues such cure to completion upon receipt
        of such notice, within a reasonable period of time;

       

      10.1.3  By
        either
        party upon written notice to the other, if the Closing has not occurred by
        the
        Outside Closing Date, for any reason other than a breach or default by such
        party of its respective covenants, agreements or other obligations under
        this
        Agreement; or

       

      10.1.4  As
        otherwise provided herein.

       

      10.2  Effect
        of Termination;
        Limitation of Liability.
        If this
        Agreement is terminated pursuant to
        Section 10.1,
        all
        obligations of the parties under this Agreement will terminate, except (a)
        as
        set forth in Section
        10.3,
        (b) that each party will pay the costs and expenses incurred by it in
        connection with this Agreement, and neither party will be liable to the other
        for any costs, expenses or damages except as expressly provided herein;
        (c) that each party will redeliver all documents, work papers and other
        material of the other party relating to the transactions contemplated hereby,
        whether so obtained before or after execution hereof, to the party furnishing
        the same; and (d) as provided in Sections 12.4
        and
        12.16.
        Notwithstanding a party’s right to pursue remedies for breach of contract upon
        termination of this Agreement in accordance with Section 10.1,
        no
        remedies for breaches of representations and warranties will be available
        if
        this Agreement is so terminated pursuant to Sections 10.1.1
        or 10.1.3.
        Furthermore, except as provided in Section
        10.3,
        in the
        event the Closing does not occur, no party to this Agreement will be liable
        for
        any incidental, consequential, exemplary, special or punitive damages in
        connection with any claim for breach of this Agreement. In the event of a
        breach
        by Seller, any and all of Buyer’s claims under this Section
        10.2
        and
        under Section
        12.4
        shall be
        deemed administrative expenses under 11 U.S.C. § 503, entitled to priority under
        11 U.S.C. § 507(a).

       

      10.3  Earnest
        Money Deposit.
        If
        Buyer fails to purchase the assets in accordance with the terms of this
        Agreement, or if Buyer breaches its obligations under this Agreement, and
        fails
        to cure any such failure or breach(es) within ten (10) days of receiving
        written
        notice thereof, and the transaction contemplated in this Agreement fails
        to
        close by reason of such failures and/or breach(es), then the Earnest Money
        Deposit shall be delivered to Seller and Seller’s sole remedy for such failures
        and breach(es) shall be to recover the Earnest Money Deposit as liquidated
        damages. If this Agreement is terminated or the transaction contemplated
        herein
        fails to close for any other reason, the Earnest Money Deposit shall be returned
        to Buyer, and subject to the limitations set forth elsewhere in this Agreement,
        Buyer shall have all rights and remedies available to it for Seller’s breach
        hereof. If one or more of the Required Consents are not obtained, due to
        the
        Buyer’s (or any of its principals’, affiliates’ or employees’) actions,
        inactions or status, then the failure to satisfy the requirement of obtaining
        the Approval Order and/or the Required Consent shall be deemed to be a breach
        by
        Buyer and the Earnest Money Deposit shall be delivered to Seller.

       

      
        
          
          

        

        
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      	11.  	
              Survival
                of Representations and Warranties;
                Indemnification

            


       

      11.1  Survival
        of Representations and Warranties.
        Except
        for the representations and warranties of Seller set forth in Sections
        5.1, 5.2, 5.3, 5.7, 5.8
        and
5.9
        of this
        Agreement, the respective representations and warranties of Buyer and Seller
        in
        this Agreement shall not survive the Closing, and no claim for breach thereof
        may be made pursuant to this Section
        11.

       

      11.2  Indemnification
        by Seller.
        Following the Closing, Seller will indemnify and hold harmless, Buyer and
        its
        owners, directors, officers, employees, agents, successors and assigns and
        any
        Person claiming by or through any of them, as the case may be, from and against
        all Losses resulting from or arising out of any breach of any surviving
        representation or warranty made by Seller in this Agreement.

       

      11.3  Indemnification
        by Buyer.
        Following the Closing, Buyer will indemnify and hold harmless Seller and
        its
        shareholders, owners, directors, officers, employees, agents, successors
        and
        assigns, and any Person claiming by or through any of them, as the case may
        be,
        from and against all Losses resulting from or arising out of:

       

      11.3.1  any
        breach of any covenant, agreement or obligation of Buyer contained in this
        Agreement or in the Transaction Documents delivered by Buyer;

       

      11.3.2  the
        Assumed Obligations and Liabilities; and

       

      11.3.3  the
        ownership of the Assets or operation of the Systems and the Business on and
        after the Closing Date.

       

      11.4  Third
        Party Claims.
        Promptly after the receipt by any party of notice of any claim, action, suit
        or
        proceeding by any Person who is not a party to this Agreement (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 a reasonable
        time after the giving of such notice by the Indemnified Party, (a) notifies
        the Indemnified Party in writing of the Indemnifying Party’s intention to assume
        such defense, (b) provides evidence reasonably satisfactory to the
        Indemnified Party of the Indemnifying Party’s ability to pay the amount, if any,
        for which the Indemnified Party may be liable as a result of such Action
        and
        (c) retains legal counsel reasonably satisfactory to the Indemnified Party
        to conduct the defense of such Action, it being understood that counsel to
        each
        of Buyer and Seller named in this Agreement will be deemed reasonable. 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 (i) the Indemnifying Party
        has agreed to pay such fees and expenses, (ii) any relief other than the
        payment
        of money damages is sought against the Indemnified Party, or (iii) 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 this Section 11
        will be
        paid by the Indemnifying Party, provided that the Indemnifying Party will
        have
        no obligation to pay the reasonable fees and expenses of more than one law
        firm
        (in addition to the Indemnifying Party’s law firm). The Indemnified Party will
        not 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 this
        Section 11.4.
        The
        Indemnifying Party will not 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, unless the Indemnified Party consents in writing
        to
        such compromise or settlement. Any and all of Buyer’s claims under this
Section
        11.4
        shall be
        deemed to be administrative expenses under 11 U.S.C. § 503, entitled to priority
        under 11 U.S.C. § 507(a).

       

      
        
          
          

        

        
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      11.5  Sole
        Remedy.
        Each
        party acknowledges and agrees that, should the Closing occur, its sole and
        exclusive remedy against the other with respect to any breach of representation,
        warranty, covenant, agreement or obligation, this Agreement or the transactions
        contemplated by this Agreement, will be pursuant to the indemnification
        provisions set forth in this Section 11.

       

      12.
        SECURITIES ASPECTS OF AGREEMENT

      


      12.1
        All
        parties to this Agreement mutually understand, agree and covenant that any
        Referenced
        sale or other disposition of any security under this Agreement shall be
        controlled and governed by this section. Specifically should there arise
        any
        conflict of application or interpretation under this section and any other
        provision or section of this Agreement; this section shall be given primary
        definition and control. The term "securities" for the purposes of this Agreement
        shall mean and include all shares of Buyer, and any warrants to acquire those
        shares as well as any other instrument or obligation customary or commonly
        described as a security. Each of the following terms and conditions of the
        issuance and distribution of the securities shall be fully applicable unless
        otherwise specifically waived or treated in the following
        paragraphs.

      


      
        
          
          

        

        
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       12.2
        Each
        security issued pursuant to the terms of this Agreement shall be a "restricted"
        security unless otherwise specifically referenced as being issued pursuant
        to a
        registration or offering.

      


      12.3
        Seller understands and agrees that a restricted security for the purposes
        of
        this Agreement is one, which is issued without meeting registration requirements
        under both federal and state law within the United States. Each party to
        this
        Agreement further agrees and acknowledges that the nature of restricted security
        is that it is not freely tradable. That is, the holder of such security cannot
        immediately market or further distribute such security in the open market,
        or
        through private transactions without the express written consent of the issuer,
        primarily Buyer under the terms of this Agreement.

      


      12.4
         Seller
        fully acknowledges and understands that the resale of a restricted security
        will
        normally require substantial holding periods unless subsequently subject
        to an
        intervening registration under applicable federal and state securities laws.
        Seller acquiring restricted stock under this Agreement further acknowledges
        and
        agrees that the principal, though not exclusive, means by which restricted
        securities are resold under United States law and conforming state laws and
        regulations is Securities and Exchange Commission ("SEC") Rule 144, which
        essentially requires a holding period of one year before the stock can be
        resold
        or any interest therein further sold or assigned. In general terms, Rule
        144
        would require that there be current public information about the Company
        before
        the provisions of the Rule could be relied upon for subsequent resale, that
        the
        aforementioned holding period had been met, that the sales occurred through
        independent arms-length and unsolicited brokerage transactions, that certain
        volume limitations on the number of shares sold in each three month period
        be
        observed, and that a report of sales will be filed with the SEC. Seller
        understands that the foregoing constitutes only a general description of
        Rule
        144 and that such person is or has the means to become familiar with all
        of the
        specific provisions and terms of Rule 144 through his independent legal
        advisors. Sellers further acknowledges and agrees that while Rule 144 is
        not
        exclusive, that it is anticipated and intended that it would be the primary
        means by which securities acquired under this Agreement could be resold absent
        the specific registration provisions of this Agreement.

      


      12.5
         Seller
        further acknowledges and agrees that, except as specifically provided by
        the
        terms of this Agreement, none of the corporate parties will have any obligation
        to register securities issued, and have no present intention to register
        such
        securities other than is specifically provided for by this Agreement. Each
        person under this Agreement acquiring securities further understands and
        agrees
        that individual registration of securities, absent registration by the issuer,
        is usually not practical and should not be relied upon as a means for resale
        or
        other distributions of securities acquired under this Agreement.

      


      
        
          
          

        

        
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      12.6
         Any
        entity acquiring securities pursuant to this Agreement with the intent to
        divide
        such securities among its principal shareholders as part of the acquisition
        process, will be responsible for obtaining the knowledgeable consent and
        agreement of such actual shareholder to the terms of this Agreement,
        specifically referencing this paragraph.

      


      12.7
         Seller
        fully understands and agrees that should such person be deemed to be in a
        “control” position as to Buyer incident to the completion of this Agreement,
        that such person must comply with the volume limitations of Rule 144 to complete
        sales of his or her securities acquired, except for securities which have
        been
        otherwise registered pursuant to this Agreement. A control person has been
        defined by the SEC, and by most state securities regulatory agencies, as
        a
        person who has the capacity to exercise control over the issuing company.
        While
        no precise mathematical formulation of a control person is applicable to
        all
        situations, the following are generally presumed to be control
        people:

      


      (i) a
        person
        holding 10% or more of the shares of the issuing company;

      


      (ii) any
        principal officer or any director of the issuing company.

      


      12.8 
        Seller
        represents that it is acquiring the Shares for its own account, for investment
        and not with a view to the distribution or resale thereof. The Seller further
        represent that their financial and other circumstances are such that they
        have
        adequate means of providing for their current and anticipated future needs
        without having to sell or otherwise dispose of the Shares, and that the Seller
        are able to bear the economic risks of this investment and consequently are
        able
        to hold the Shares for an indefinite period of time and to sustain the loss
        of
        their entire investment in the Shares, in the event such a loss should
        occur.

      


      12.9
         Seller
        acknowledges and represents that, due to its knowledge and experience in
        financial and business matters, its investment experience generally and its
        experience with investments similar to the Shares in particular, Seller,
        either
        alone or together with its advisors, if any, is able to understand and merits
        of, and the risks involved in, its proposed investment in the Shares. Seller,
        either alone or together with its advisors, if any, has the capacity to protect
        its own interests in connection with this transaction.

      


      12.10
         Seller
        acknowledges that the Buyer and Buyer have furnished or made available to
        Seller
        all financial and other data relating to Buyer, required by Seller to enable
        it
        to make an informed decision concerning its approval of this transaction
        and its
        resulting acquisition of the Shares. In particular, Seller acknowledges that
        it
        has received and reviewed the financial statements of Buyer for the past
        two
        years and complete copies of all of the Buyer SEC Reports for such period.
        Seller acknowledges that it has been informed that Buyer has not previously
        conducted business except as disclosed in the Buyer SEC Reports. Seller
        represents and acknowledges that it and its principals have been engaged
        in the
        business of providing pay-per-view and cable services in the hotel/lodging
        industry, which is intended area of business for which the Assets are being
        acquired by the Buyer. In this regard, Seller has been acquainted with the
        Chief
        Executive Officer of Buyer. Seller further represents and acknowledges that
        it
        has had full opportunity to obtain additional information from Buyer to verify
        the accuracy of the information supplied by it and to evaluate the merits
        of its
        investment decision, including, without limitation, full opportunity to ask
        questions of and receive satisfactory answers and other information from
        Buyer,
        its officers, directors and other persons acting on its behalf, and all such
        questions have been answered, and such other information supplied, to Seller's
        full satisfaction. Seller is aware of, and has thoroughly evaluated, to its
        own
        satisfaction, the high degree of risk associated with investing in Buyer,
        including but not limited to, the specific risks associated with Buyer's
        business and the risks associated with the ownership of common
        stock.

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      12.11
         Seller
        hereby represents and warrants to Buyer that Seller is an "accredited investor"
        as that term is defined in Rule 501(a) of Regulation D. Seller further
        represents and warrants that it is a corporation, and that each of the equity
        owners of Seller are "accredited investors" by reason of the fact that each
        of
        the equity owners meets one or both of the following criteria:

      


      	(i)  	
              The
                owner is a natural person whose individual net worth, or joint net
                worth
                with owner's spouse, at the time of this agreement, exceeds $1,000,000;
                or

            


      


      	(ii)  	
              The
                owner is a natural person who had an individual income in excess
                of
                $200,000 in each of the two most recent years, or joint income with
                owner's spouse in excess of $300,000 in each of those years, and
                has a
                reasonable expectation of reaching the same income level in the current
                year.

            


      


       

      13.  
        Miscellaneous

       

      13.1  Parties
        Obligated and Benefited.
        Subject
        to the limitations set forth below, this Agreement will be binding upon the
        parties and their respective assigns and successors in interest and will
        inure
        solely to the benefit of the parties and their respective assigns and successors
        in interest, and no other Person will be entitled to any of the benefits
        conferred by this Agreement. Without the prior written consent of the other
        party, neither party may assign any of its rights under this Agreement or
        delegate any of its duties under this Agreement, provided that Buyer may
        assign
        its rights and obligations under this Agreement to any Affiliate or in
        connection with any transaction that includes the sale or transfer of all
        or
        substantially all of its cable Systems assets located in the State of
        Nevada.

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      13.2  Notices.
        All
        notices and communications hereunder will be in writing and will be deemed
        to
        have been duly given to a party when delivered in person, sent by facsimile
        transmission (with confirmation of receipt), delivered by first class, postage
        prepaid, registered or certified mail, or sent by a nationally recognized
        overnight courier service, and addressed as follows:

       

      


      


      To
        Seller
        at:

      Eagle
        West Communications, Inc.

      Attn:
        Paul D.H. LaBarre

      1030
        S.
        Mesa Drive

      Mesa,
        AZ
        85210 

         Phone:
        (480) 813-8371

      Facsimile
        No.: 480-813-4596

       

      


      With
        a
        copy to:

      


      Dale
        Robinson

      Attorney
        for Eagle West Communications, Inc.

      48
        North
        McDonald

      Mesa,
        Arizona 85201

      Facsimile
        No.: 480-834-5114

      


      


      


      To
        Buyer
        at:

      B2
        Digital, Inc.

      Attn:
        Robert C. Russell

      4425
        Ventura Canyon , # 105

      Sherman
        Oaks, California 91423 Phone: (818) 808-0133

      Facsimile
        No.: 818-907-3371

       

       

      With
        a
        copy to:

       

      Weed
        & Co. LLP Attn: 

      April
        E.
        Frisby        

      4695
        MacAuthur Ct. 1430     

      Newport
        Beach, California 

      Phone:
        (949) 475-9086 Ext. 3    

      Facsimile
        No.949-475-9087

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      


      Any
        party
        may change the address to which notices are required to be sent by giving
        notice
        of such change in the manner provided in this Section 12.2.
        Any
        notice of a change of address will be effective only upon actual
        receipt.

       

      13.3  Right
        to Specific Performance.
        Each
        party acknowledges that the unique nature of the transactions contemplated
        by
        this Agreement and the circumstances under which this Agreement has been
        entered
        into renders money damages for a breach of the parties’ respective obligations
        to consummate the transactions contemplated by this Agreement an inadequate
        remedy, and the parties agree that either party will be entitled to pursue
        specific performance as a remedy for such breach without the requirement
        of
        posting a bond or other security therefor.

       

      13.4  Attorneys’
        Fees.
        In the
        event of any action or suit based upon or arising out of any alleged breach
        by
        any party of any representation, warranty, covenant or agreement contained
        in
        this Agreement, the prevailing party will be entitled to recover reasonable
        attorneys’ fees and other costs of such action or suit from the other
        party.

       

      13.5  Waiver.
        This
        Agreement or any of its provisions may not be waived except in writing. The
        failure of any party to enforce any right arising under this Agreement on
        one or
        more occasions will not operate as a waiver of that or any other right on
        that
        or any other occasion.

       

      13.6  Captions.
        The
        captions of this Agreement are for convenience only and do not constitute
        a part
        of this Agreement.

       

      13.7  Choice
        of Law
        and
        Jurisdiction.
        THIS
        AGREEMENT AND THE RIGHTS OF THE PARTIES UNDER IT WILL BE GOVERNED BY AND
        CONSTRUED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA,
        OTHER
        THAN SUCH LAWS, RULES,
        REGULATIONS AND CASE LAW THAT WOULD RESULT IN THE APPLICATION OF THE LAWS
        OF A
        JURISDICTION OTHER THAN THE STATE OF ARIZONA.

       

      13.8  Rights
        Cumulative.
        Except
        as expressly provided in this Agreement, all rights and remedies of each
        of the
        parties under this Agreement will be cumulative, and the exercise of one
        or more
        rights or remedies will not preclude the exercise of any other right or remedy
        available under this Agreement or applicable law.

       

      13.9  Further
        Actions.
        Seller
        and Buyer will execute and deliver to the other, from time to time at or
        after
        the Closing, for no additional consideration and at no additional cost to
        the
        requesting party, such further assignments, certificates, instruments, records,
        or other documents, assurances or things as may be reasonably necessary to
        give
        full effect to this Agreement and to allow each party fully to enjoy and
        exercise the rights accorded and acquired by it under this
        Agreement.

       

      13.10  Time.
        If the
        last day permitted for the giving of any notice or the performance of any
        act
        required or permitted under this Agreement falls on a day which is not a
        Business Day, the time for the giving of such notice or the performance of
        such
        act will be extended to the next succeeding Business Day.

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      13.11  Late
        Payments.
        If
        either party fails to pay the other any amounts when due under this Agreement,
        the amounts due will bear interest from the due date to the date of payment
        at
        the annual rate publicly announced from time to time by Bank of New York
        as its
“reference rate” (the “Prime
        Rate”)
        plus
        two percentage points per annum, adjusted as and when changes in the Prime
        Rate
        are made.

       

      13.12  Counterparts.
        This
        Agreement may be executed in counterparts, each of which will be deemed an
        original. This Agreement may be executed by facsimile signature(s), which
        will
        be deemed an original.

       

      13.13  Entire
        Agreement;
        Amendments.
        This
        Agreement (including the Exhibits and Schedules referred to in this Agreement,
        which are incorporated in and constitute a part of this Agreement) and the
        Transaction Documents contain the entire agreement of the parties and supersede
        all prior oral or written agreements and understandings with respect to the
        subject matter hereof and thereof. There are no representations, warranties,
        covenants or agreements made by either party except as expressly stated herein
        and in the Schedules and Transaction Documents. This Agreement may not be
        amended or modified except by a writing signed by the parties.

       

      13.14  Severability.
        Any
        term or provision of this Agreement which is invalid or unenforceable will
        be
        ineffective to the extent of such invalidity or unenforceability without
        rendering invalid or unenforceable the remaining rights of the Person intended
        to be benefited by such provision or any other provisions of this
        Agreement.

       

      13.15  Construction.
        This
        Agreement has been negotiated by Buyer and Seller and their respective legal
        counsel, 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.

       

      13.16  Expenses.
        Except
        as otherwise expressly provided in this Agreement, each party will pay all
        of
        its expenses, including attorneys’ and accountants’ fees, in connection with the
        negotiation of this Agreement, the performance of its obligations and the
        consummation of the transactions contemplated by this Agreement.

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

      13.17  Risk
        of Loss.
        In the
        event of any loss or damage to the Assets resulting from fire, theft, tornado,
        flood, lightening or any other similar casualty (excluding reasonable wear
        and
        tear) prior to the Closing Date, which loss or damage is sufficiently
        substantial so as to preclude and prevent resumption of normal operations
        of any
        material portion of the Systems or the replacement or restoration of the
        lost or
        damaged property within 45 days from the occurrence of the event resulting
        in
        such loss or damage, Seller will immediately notify Buyer in writing of its
        inability to resume normal operations or to replace or restore the lost or
        damaged Assets, as well as the likely amount of any insurance coverage for
        such
        loss or damage. Buyer, at any time within 30 days after receipt of such notice,
        may elect by written notice to Seller to either (a) waive such loss or
        damage and proceed toward consummation of the transaction in accordance with
        terms of this Agreement (including all other conditions to Buyer’s obligations
        set forth in Sections
        8.1 and 8.2),
        or
        (b) terminate this Agreement. If Buyer elects to so terminate this
        Agreement, Buyer and Seller will stand fully released and discharged of any
        and
        all obligations hereunder (except for obligations intended to survive
        hereunder), and Buyer’s deposit shall be refunded. If Buyer elects to consummate
        the transactions contemplated by this Agreement notwithstanding such loss
        or
        damage and does so, all insurance proceeds paid or payable as a result of
        the
        occurrence of the event resulting in such loss or damage will be delivered
        by
        Seller to Buyer, or the rights thereto will be assigned by Seller to Buyer
        if
        not yet paid over to Seller, and Buyer will have no further recourse against
        Seller with respect to such loss or damage arising out of or in connection
        with
        any representation or warranty of Seller hereunder.

       

      [Signature
        Page Follows]

       


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      The
        parties have executed this Agreement as of the day and year first above
        written.

       

      SELLER:

       

      EAGLE
        WEST COMMUNICATIONS, INC.

      


      


      


      By: 
        /s/Paul
        D. H. La Barre

      Paul
        D.
        H. La Barre

             
        President

             
        Eagle West Communications, Inc.

      


       

      BUYER:

      B2
        DIGITAL, INC.

      


      


      


      By: 
        /s/Robert
        C. Russell

      Robert
        C.
        Russell

      Chief
        Executive Officer 

      


      


      


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

       

      
        


         

        Schedule
          3.1

        


        Allocation
          of Funds 

        


        


        Purchase
          price of $1,200.000.00
          to be
          paid in the following manner:

        


        Earnest
          Money Deposit       

         

        
          
            	
                    To
                      Be Paid in cash to:

                  	 	 	 
	
                    Alpha
                      Broadcasting Communications as debt payment:

                  	 	
                    $

                  	
                    100.000.00

                  	 
	 	 	 	 	 
	
                    Stock
                      to be issued as a part of purchase @ $.20 per share to
                      equal:

                  	 	
                    $

                  	
                    500.000.00

                  	 
	
                    Two
                      Million & Five Hundred Thousand Shares 

                  	 	 	
                    (2,500.000.00

                  	
                    )

                  
	
                    (Have
                      restricted Shares to fall under Rule 144 with Piggyback registration
                      rights)

                  	 	 	 	 
	 	 	 	 	 
	
                    Note
                      to be issued with a payment due at the end of one-year:

                  	 	
                    $

                  	
                    600.000.00

                  	 
	
                    Conversion
                      of note to Shares @ $.20 at selection of seller:

                  	 	 	 	 
	
                    Assets
                      to remain as security against note:

                  	 	 	 	 
	
                    (See
                      Schedules 3.1 (a) “Security
                      note”,
                      3.1 (b) “Promissory
                      Note”

                  	 	 	 	 
	
                    3.1
                      (c) “UCC
                      Filing”)

                  	 	 	 	 
	 	 	 	 	 
	
                    Total
                      purchase price;

                  	 	
                    $

                  	
                    1,200.000.00

                  	 


          



        


        
          
             

          

          
            34

            
              

            

          

          
             

          

        

        


         

        


        


        


        


        


         Schedule
          1.23

        


        Vehicles

        


        


        


        

          
            	
                    Year

                  	
                    Make

                  	
                    Model

                  	
                    Color

                  	
                    Vin.
                      Number

                  	
                    Plate

                  	
                    Tab

                  	
                    Location

                  
	 	 	 	 	 	 	 	 
	
                    1995
                      

                  	
                    Dodge

                  	
                    Ram
                      1500 4X4

                  	
                    White

                  	
                    1B7HF16Z9SS36

                  	
                    CC-56168

                  	
                    6F39029

                  	
                    Heber,
                      AZ

                  
	 	 	 	 	 	 	 	 
	
                    1994
                      

                  	
                    Ford

                  	
                    3⁄4
                      Ton Pickup

                  	
                    White

                  	
                    1FTHF25G4RNA3

                  	
                    CD-12594

                  	
                    7F49468

                  	
                    Eagar,
                      AZ

                  
	 	 	 	 	 	 	 	 
	
                    1983
                      

                  	
                    Ford

                  	
                    Bucket
                      Truck

                  	
                    White

                  	
                    1FDKF37G5DPA8

                  	
                    CD-20711

                  	
                    2B34551

                  	
                    Eagar,
                      AZ

                  
	 	 	 	 	 	 	 	 
	
                    1995
                      

                  	
                    Ford

                  	
                    3⁄4
                      Ton 4X4

                  	
                    White

                  	
                    1FTHF26H5SLB7

                  	
                    CD-12597

                  	
                    7F81128

                  	
                    Eagar,
                      AZ

                  
	 	 	 	 	 	 	 	 
	
                    1999
                      

                  	
                    Homemade

                  	
                    Utility
                      Trailer

                  	
                    White

                  	
                    227818

                  	
                    P07-453

                  	
                    A783057

                  	
                    Eagar,
                      AZ

                  
	 	 	 	 	 	 	 	 
	
                    1999
                      

                  	
                    Grave

                  	
                    Utility
                      Trailer

                  	
                    White

                  	
                    1G9FU1222XA220

                  	
                    N97627

                  	
                    A183167

                  	
                    Eagar,
                      AZ

                  


          

        

        


         

        
          
             

          

          
            35

            
              

            

          

          
             

          

        

         

        


        


        


         Schedule
          5.6

        


        Real
          Property To Include Leases

        


        


        

          
            	
                    Eagar
                      OFC

                  	
                    Office

                  
	
                    74
                      N. Main Street #4

                  	 
	
                    Eagar,
                      Arizona 85295

                  	
                    Month
                      to Month Lease

                  
	 	
                     

                  
	
                    Eagar/Springerville

                  	
                    Head-End
                      Location

                  
	
                    366
                      N. Harless

                  	 
	
                    Eagar,
                      Arizona 85295

                  	
                    Three
                      Year Lease

                  
	 	 
	
                    St.
                      Johns

                  	
                    Head-End
                      Location

                  
	
                    395
                      W. Cleveland

                  	 
	
                    St.
                      Johns, Arizona 85936 

                  	
                    Three
                      Year Lease

                  
	 	 
	
                    Heber/Overguard

                  	
                    Head-End
                      Location

                  
	
                    3551
                      Reidhead Street

                  	 
	
                    Heber,
                      Arizona 85928

                  	
                    Month
                      to Month Lease

                  
	
                     

                  	
                    Note:
                      Site to be moved by March 30, 2007

                  
	 	 
	
                    Christopher
                      Creek

                  	
                    Head-End
                      Location

                  
	
                    HWY
                      260 @ Forest Rd. 284

                  	 
	
                    Christopher
                      Creek, Arizona

                  	
                    Yearly
                      Lease

                  
	 	
                    Note:
                      Site to be moved

                  


          

        

        


        


        
          
             

          

          
            36

            
              

            

          

          
             

          

        

        


        


        


        Schedule
          1.32 

        


        Arizona
          Systems Locations

        


        

          
            	
                    Eagar
                      OFC 

                  	
                    Office

                  
	
                    74
                      N. Main Street #4

                  	 
	
                    Eagar,
                      Arizona 85295

                  	
                    Month
                      to Month Lease

                  
	 	 
	
                    Eagar/Springerville

                  	
                    Head-End
                      Location

                  
	
                    366
                      N. Harless

                  	 
	
                    Eagar,
                      Arizona 85295

                  	
                    Three
                      Year Lease

                  
	 	 
	
                    St.
                      Johns

                  	
                    Head-End
                      Location

                  
	
                    395
                      W. Cleveland

                  	 
	
                    St.
                      Johns, Arizona 85936 

                  	
                    Three
                      Year Lease

                  
	 	 
	
                    Heber/Overguard

                  	
                    Head-End
                      Location

                  
	
                    3551
                      Reidhead Street

                  	 
	
                    Heber,
                      Arizona 85928

                  	
                    Month
                      to Month Lease

                  
	
                     

                  	
                    Note:
                      Site to be moved by March 30, 2007

                  
	 	 
	
                    HWY
                      260 @ Forest Rd. 284

                  	 
	
                    Christopher
                      Creek, Arizona

                  	
                    Yearly
                      Lease

                  
	
                     

                  	
                    Note:
                      Site to be
                      moved

                  


          
     

        


        


        


        


        
          
             

          

          
            37

            
              

            

          

          
             

          

        

        


         

        


        


        


        EXHBIT
          A

        


        DISCLOSURES
          OF PAUL D. H. LABARRE

        


        


        Paul
          D.H.
          LaBarre is an equity member of B2 Digital and a member of the Board Of
          Directors. Paul D.H. LaBarre is also the President of Eagle West Communications,
          Inc. the seller in this agreement. As such, THERE IS AN INHERENT CONFLICT
          OF
          INTEREST.

        


        All
          are advised that this conflict does exist and that being the case Paul
          D.H.
          LaBarre will abstain from all voting in regard to this agreement for B2
          Digital.

        


        By
          executing this Agreement, Buyer acknowledges being WARNED about the above
          and is
          waving the Company’s right to assess a claim against Paul D.H. LaBarre, for any
          legal claim related to any professional effort made by Paul D.H. LaBarre,
          related to this Agreement, and against any of the parties that are affiliated
          with Paul D.H. LaBarre for failing to inform Buyer that there was in fact
          a
          conflict of interest.

        


         

        


        


        


        


        


        


        


        (Buyer)
          Initials________       (Seller)
          Initials_______

        


        


        


        


        


        


        


        


        


        
          
             

          

          
            38