ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of October 19, 2006, by and between Multiband Corporation, a Minnesota corporation (“Multiband”), and Rainbow Satellite Group, LLC, a Connecticut limited liability company and wholly owned subsidiary of Multiband (“Rainbow” and together with Multiband, the “Sellers” and individually, a “Seller”), and Consolidated Smart Broadband Systems, LLC, a California limited liability company (“Purchaser”).

WHEREAS, Sellers provide voice, data, and video services, including cable television and Internet services, to multiple dwelling unit customers in the United States (the “Private Cable Operator Business”).

WHEREAS, Sellers wish to sell to Purchaser, and Purchaser wishes to buy from Sellers, certain assets used by Sellers in the conduct of each Seller’s Private Cable Operator Business in California (collectively, the “Business”) on the terms and for the consideration hereinafter provided.

NOW THEREFORE, in consideration of the respective representations, warranties, covenants and agreements contained herein, and subject to the terms and conditions set forth herein, the parties hereto agree as follows:

1.1    Specific Definitions .As used in this Agreement, the following terms shall have the meanings set forth or referenced below:

(a)    “ Affiliate ” of a specified Person means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. “Control” shall mean ownership of more than 50% of the shares of stock entitled to vote for the election of directors in the case of a corporation, and more than 50% of the voting power in the case of a business entity other than a corporation.

(b)    “ Annualized Average Normalized PPC ” means, with respect to each ROE Property, the average of the prepaid programming commissions normalized to reflect a prepaid programming commission rate of $175.00 per DTH Subscriber activation for the eight month period ending on August 31, 2006 with respect to the calculation of the Purchase Price, annualized to convert the normalized 8-month prepaid programming commissions to an annual amount, and (ii) for the six month period ending on November 30, 2007 with respect to the calculation of the Earnout Amount, annualized to convert the normalized 6-month prepaid programming commissions to an annual amount.

(c)    “ Assets ” means (i) all of the ROE Agreements, (ii) all inventory and equipment owned by Sellers related to the Business and the Assets, including, without limitation, all the equipment listed on Schedule 1.1(b), the distribution Systems, including, SMATV head-end distribution systems, L-Band distribution systems and master antenna television distribution systems used for central distribution of the signals to the Sellers’ existing subscribers, all customer premise equipment and System Equipment and all uninterrupted power supply devices and all inventory of or relating to the Business, (iii) all of the RandM Assets, (iv) all fixed assets, including, without limitation, all tools, supplies and the two (2) Astro Vans leased by Sellers and the 2 Ford Vans owned by Sellers as set forth on Schedule 3.6 , but specifically excluding all furniture, phone and computer equipment, (v) all goodwill associated with the Business and relating to any of the assets described in this Section 1.1(b) , (vi) all accounts receivable distributed pursuant to Section 5.7 below, including, without limitation, Bulk Service fees, SMATV Non-Bulk Service fees, receiver fees and other amounts with respect to any ROE Agreement for any ROE Property identified on Schedule 3.8(a) and any residuals, prepaid programming commissions or other amounts due to Sellers from DirecTV and outstanding as of the Closing Date, (vii) all books, records (including, without limitation, customer records as otherwise set forth in this Agreement) and data relating to any Asset, (viii) all subscriber agreements between each Seller and a customers at each ROE Property and (ix) any permits and licenses used or necessary for the Business.

(d)    “ Assumed Liabilities ” means the liabilities described in Section 2.2(a) .

(e)    “ Authorizations ” has the meaning set forth in Section 3.11 .

(f)    “ Business ” means the Private Cable Operator Business of Sellers conducted by Sellers in California prior to the Closing.

(g)    “ Bulk Digital Service ” means digital television service delivered to all of the units at an ROE Property for a prescribed monthly fee.

(h)    “ Bulk EBU Subscribers ” means, as of the month ended August 31, 2006 with respect to the calculation of the Purchase Price and as of the month ended November 30, 2007 with respect to the calculation of the Earnout Amount, the number of subscribers at an ROE Property that has Bulk Service computed by taking (A) the total number of units at an ROE Property times (B) fifty percent (50%).

(i)    “ Bulk Service ” means Bulk Digital Service or Bulk SMATV Service.

(j)    “ Bulk SMATV Service ” means television service delivered through a SMATV System to all of the units at an ROE Property for a prescribed monthly fee.

(k)    “ COBRA ” has the meaning set forth in Section 3.35(c) .

(l)    “ Code ” means the Internal Revenue Code of 1986, as amended.

(m)    “ Closing ” and “ Closing Date ” have the meanings set forth in Section 2.7 .

(n)    “ Closing Date Direct Costs ” means the direct costs of Seller as of the Closing Date as set forth on Schedule 3.5(c) .

(o)    “ Closing Date Free Cash Flow ” means the free cash flow of Purchaser calculated for each year in the number of Whole Years in the Weighted Average Remaining ROE Agreement Term as of the Closing Date and calculated by taking Closing Date Gross Revenue in the amount set forth on Schedule 3.5(d) for the first year of the total number of Whole Years in the Weighted Average Remaining ROE Agreement Term as of the Closing Date, less Closing Date Direct Costs in the amount set forth on Schedule 3.5(c) for the first year in the Closing Date Free Cash Flow calculation, less Closing Date Operating Expenses for the first year in the Closing Date Free Cash Flow Calculation, less Maintenance CapEx, and then applying the Closing Date Free Cash Flow Adjustments to calculate the Closing Date Free Cash Flow for each of the subsequent Whole Years remaining in the Weighted Average Remaining ROE Agreement Term as of the Closing Date, as set forth in Schedule 2.3(a) . The calculation of the Closing Date Free Cash Flow shall not include any amounts with respect to the RandM Assets.

(p)    “ Closing Date Free Cash Flow Adjustments ” means the Closing Date Free Cash Flow of Purchaser calculated as of the Closing Date for the number of Whole Years in the Weighted Average Remaining ROE Agreement Term as of the Closing Date (i) based on the number of Subscribers as of the Closing Date for the first year increased by an annual twenty percent (20%) increase in the number of DTH Subscribers as of the Closing Date for each subsequent Whole Year up to a maximum of 8,000 DTH Subscribers and is fixed at 8,000 DTH Subscribers for each remaining Whole Year thereafter, (ii) assuming the average term of a new Subscriber for the first year of subscription at 6 months and for each Whole Year thereafter, at 12 months, (iii) assuming the gross revenue for each new Subscriber is $35 for each month of subscription, (iv) assuming that the direct cost for each new Subscriber is $5.00 for each month of subscription; (v) assuming call center and billing costs at the rate of $3.00 per month for each Subscriber, (vi) assuming fixed on-site marketing costs at the rate of $60,000.00 for each year in the calculation, (vii) assuming fixed office, telephone, postage and similar costs at the rate of $18,000.00 for each year in the calculation, (viii) assuming that each of payroll and related benefit expenses and vehicle and vehicle-related expenses for the first year increase at the rate of 2.5% for each subsequent year in the calculation, and (xiv) assuming that Maintenance CapEx is fixed in the amount of $100,000.00 for each year in the calculation.

(q)    “ Closing Date Gross Margin ” means the gross margin of Seller as of the Closing Date as set forth on Schedule 3.5(d) .

(r)    “ Closing Date Gross Revenue ” means the gross revenue as of the Closing Date set forth on Schedule 3.5(b) .

(s)    “ Closing Date Operating Expenses ” means the incremental variable expenses incurred to operate the Assets and includes the following as of the Closing Date: (i) call center and billing expenses at an assumed monthly rate of three dollars ($3.00) per Subscriber as of the Closing Date multiplied by twelve (12) months, (ii) onsite marketing expenses estimated at an annual cost of $60,000.00, (iii) office, telephone, postage and similar expenses estimated at an annual cost of $18,000.00, (iv) payroll and related benefit expenses in the amount of $571,356.00 for the first year, and (v) vehicle and vehicle-related expenses in the amount of $122,892.00 for the first year.

(t)    “ Closing Extension Option ” has the meaning sets forth in Section 2.7 .

(u)    “ Confidential Information ” includes all information disclosed by any party to this Agreement to another party, including, without limitation, the existence, terms and conditions of this Agreement, any information about the ROE Properties or ROE Agreements, the existence and terms of any arrangements between Purchaser and its suppliers or Purchaser and Sellers, and any information in Sellers’ possession with respect to the Assets.

(v)    “ Consents ” has the meaning set forth in Section 3.19 .

(w)    “ Contract ” means any contract, purchase or sale order, lease, license, commitment and other agreement, whether written or oral, relating to the Business to which either Seller is a party or an assignee or other beneficiary thereof, including, without limitation, the ROE Agreements.

(x)    “ DirecTV ” means DirecTV, Inc., a California corporation.

(y)    “ DirecTV Residual Report ” means that certain monthly DirecTV Residual Report, which sets forth the number and type of Subscribers on which DirecTV pays commissions to Sellers for the particular month indicated in the report.

(z)    “ Disclosure Schedules ” means all of the Schedules delivered by Sellers to Purchaser under this Agreement.

(aa)    “ DTH Subscriber ” means a direct-to-home subscriber at an ROE Property listed on the DirecTV Residual Report with a paid residual to the Sellers per the DirecTV Residual Report for the month ended June 30, 2006 with respect to the calculation of the Purchase Price and per the DirecTV Residual Report for the month ended November 30, 2007 with respect to the calculation of the Earnout Amount.

(bb)    “ Earnout Amount ” means the greater of (i) four hundred thousand dollars ($400,000.00) or (ii) the amount derived from the Earnout Date Free Cash Flow over the Weighted Average Remaining ROE Agreement Term as of the Earnout Date, which results in the Purchaser Minimum IRR as of the Earnout Date, minus the cash portion of the Purchase Price paid on the Closing Date.

(cc)    “ Earnout Date ” means the first anniversary date of the Closing or nine (9) months after the Closing Date if the Closing Extension Option is exercised.

(dd)    “ Earnout Date Direct Costs ” means, with respect to all ROE Properties other than the RandM Assets, the sum of each of the following paid by the Sellers for the month ended November 30, 2007, annualized to convert such 1-month costs into an annual cost: (i) all Owner Commissions, plus (ii) the fees for Bulk Digital Service paid to DIRECTV, plus (iii) the fees for Bulk SMATV Service paid to DIRECTV, plus (iv) the transport fees paid to 4COM, plus (v) the fees paid for SMATV Non-Bulk Service to DIRECTV.

(ee)    “ Earnout Date Free Cash Flow ” means the free cash flow of Purchaser calculated for each year in the number of Whole Years in the Weighted Average Remaining ROE Agreement Term as of the Earnout Date and calculated by taking the Earnout Date Gross Revenue for the first year of the total number of Whole Years remaining in the Weighted Average Remaining ROE Agreement Term as of the Earnout Date, less Earnout Date Direct Costs for the first year in the Earnout Date Free Cash Flow calculation, less Earnout Date Operating Expenses for the first year in the Earnout Date Free Cash Flow Calculation, less Maintenance CapEx, and then applying the Earnout Date Free Cash Flow Adjustments to calculate the Earnout Date Free Cash Flow for each of the subsequent Whole Years remaining in the Weighted Average Remaining ROE Agreement Term as of the Earnout Date. For purposes of this definition, Earnout Date Free Cash Flow will include the annualized Internet Gross Margin based upon the Purchaser’s actual Internet Gross Margin for the three (3)-month period ended November 30, 2007. The calculation of the Earnout Date Free Cash Flow shall not include any amounts with respect to the RandM Assets.

(ff)    “ Earnout Date Free Cash Flow Adjustments ” means the Earnout Date Free Cash Flow of Purchaser calculated as of the Earnout Date for the number of Whole Years in the Weighted Average Remaining ROE Agreement Term as of the Earnout Date (i) based on the number of Subscribers as of the Earnout Date for the first year increased by an annual twenty percent (20%) increase in the number of DTH Subscribers as of the Earnout Date for each subsequent year up to a maximum of 8,000 DTH Subscribers and is fixed at 8,000 DTH Subscribers for each Whole Year thereafter, (ii) assuming the average term of a new Subscriber for the first year of subscription at 6 months and for each Whole Year thereafter at 12 months, (iii) assuming the gross revenue for each new Subscriber is $35 for each month of subscription, (iv) assuming that the direct cost for each new Subscriber is $5.00 for each month of subscription; (v) assuming call center and billing costs at the rate of $3.00 per month for each Subscriber, (vi) assuming fixed on-site marketing costs at the rate of $60,000.00 for each year in the calculation, (vii) assuming fixed office, telephone, postage and similar costs at the rate of $18,000.00 for each year in the calculation, (viii) assuming that each of payroll and related benefit expenses and vehicle and vehicle-related expenses for the first year increase at the rate of 2.5% for each subsequent year in the calculation, and (xiv) assuming that Maintenance CapEx is fixed in the amount of $100,000.00 for each year in the calculation.

(gg)    “ Earnout Date Gross Revenue ” means, with respect to all ROE Properties (other than the RandM Assets), the sum of (i) the DirecTV residuals paid to Sellers pursuant to the DTV Residual Report for the month ended November 30, 2007, annualized to convert the 1-month total to an annual total, plus (ii) the DIRECTV annualized Average Normalized PPC, plus (iii) the normalized receiver fees at the normalized monthly rate of $6.99 per DTH Subscriber, calculated for a 12-month period, plus (iv) the fees for Bulk Digital Service billed to such ROE Property for the month ended November 30, 2007, annualized to convert the 1-month fees to an annual total, plus (v) the fees for Bulk SMATV Service billed to such ROE Property for the month ended November 30, 2007, annualized to convert the 1-month fees to an annual total, plus (vi) the fees for SMATV Non-Bulk Service billed to each subscriber at such ROE Property for the month ended November 30, 2007, annualized to convert the 1-month fees to an annual total.

(hh)    “ Earnout Date Operating Expenses ” means the incremental variable expenses incurred by Purchaser to operate the Assets and includes the following as of the Earnout Date: (i) call center and billing expenses at an assumed monthly rate of three dollars ($3.00) per Subscriber as of the Earnout Date multiplied by twelve (12) months, (ii) onsite marketing expenses estimated at an annual cost of $60,000.00, (iii) office, telephone, postage and similar expenses estimated at an annual cost of $18,000.00, (iv) payroll and related benefit expenses in the amount of $585,640.00 for the first year, and (v) vehicle and vehicle-related expenses in the amount of $125,965.00 for the first year.

(ii)    “ Employee Plans ” has the meaning set forth in Section 3.35(a) .

(jj)    “ Environmental Laws or Regulations ” means and includes any one or more of the following: the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), 42 U.S.C. § 9601 et seq.; the Federal Resource Conservation and Recovery Act of 1976 (“RCRA”), 42 U.S.C. § 6921 et seq.; the Clean Water Act, 33 U.S.C. § 1321 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; any other federal, state, county, municipal, local or other statute, law, ordinance or regulation that relates to or deals with Hazardous Substances, human health or the environment; and all regulations and regulatory policies promulgated by a regulatory body pursuant to any of the foregoing statutes, laws, regulations or ordinances.

(kk)    “ ERISA ” means the Employee Retirement Income Security Act of 1974.

(ll)    “ ERISA Affiliate ” has the meaning set forth in Section 3.35(a) .

(mm)    “ Event ” means any event, act, omission, circumstance, occurrence, condition or situation.

(nn)    “ FCC ”means the Federal Communications Commission.

(oo)    “ GAAP ” means generally accepted accounting principles for financial reporting in the United States, applied on a basis consistent with the basis on which the financial statements referred to in Section 3.5 were prepared.

(pp)    “ Gross Margin ” means, with respect to each ROE Property, the difference between the Gross Revenue and the Total Direct Cost for such ROE Property.

(qq)    “ Gross Margin Percentages ” means twenty-six percent (26%) for Multiband and seventy-four percent (74%) for Rainbow.

(rr)    “ Hazardous Substance ” means asbestos, urea formaldehyde, polychlorinated biphenyls, nuclear fuel or materials, chemical waste, radioactive materials, explosives, known carcinogens, petroleum products, pesticides, fertilizers, or any other substance that is dangerous, toxic, or hazardous, or that is a pollutant, contaminant, chemical, material or substance defined as hazardous or as a pollutant or contaminant in, or the use, transportation, storage, release or disposal of which is regulated by, any Environmental Laws or Regulations.

(ss)    “ Initial Closing ” and “ Initial Closing Date ” has the meaning set forth in Section 2.7 .

(tt)    “ IRS ” means the United States Internal Revenue Service.

(uu)    “ Knowledge of Sellers ” means actual knowledge of each of the officers and employees of the Sellers, or the knowledge that any of such persons would reasonably be expected to have assuming reasonable inquiry of any facts or circumstances actually known to and recognized by such person to create significant doubt concerning the accuracy of any representation, warranty or statement without regard to such “knowledge” qualifier.

(vv)    “ Legal Requirement ” means any federal, state, local, municipal, foreign, or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

(ww)    Liens ” means liens, mortgages, charges, security interests, pledges, encumbrances, assessments, obligations, restrictions or other third-party claims of any nature other than statutory liens for Taxes and other governmental charges and assessments which are not yet due and payable as of the Closing.

(xx)    “ Maintenance CapEx ” means $100,000.00 per year representing the estimated fixed cost to repair or replace any of the Systems or System Equipment included in the Assets, including, without limitation, costs to repair or replace wiring and parts and the related labor costs to repair or replace such wiring and parts.

(yy)    “ Material Adverse Effect ” means an effect that, individually or in the aggregate with other related effects, is or could reasonably be expected to be materially adverse to the business, results of operation or condition (financial or otherwise) of the Assets or the Business, considered as a whole.

(zz)    “ Missing ROE Agreement ” has the meaning set forth in Section 3.8 .

(aaa)    “ Multiband Assets ” means all of the Assets that are owned or held by Multiband, including, without limitation, the RandM Assets.

(bbb)    “ Multiband ROE Agreements ” means each of the access and use agreements set forth on Schedule 3.8(a) hereto identified as originating from “MBND” or “Dinamo” under the column entitled “Origin”.

(ccc)    “ Multiemployer Plan ” has the meaning set forth in Section 3.35(a) .

(ddd)    “ New ROEs ” has the meaning set forth in Section 6.6 of this Agreement.

(eee)    “ Owner ” means the owner of any ROE Property.

(fff)    “ Owner Advances ” means any lump sum advance payments made to any Owner with respect to any ROE Agreement.

(ggg)    “ Owner Commissions ” means any commissions, owner participation fees, Owner Advances, revenue sharing arrangements, access fees, licensing fees, bonus payments, or other similar fees or payments due to any Owner or any other Person with respect to any ROE Agreement or the transactions contemplated in this Agreement.

(hhh)    “ Person ” means an individual, partnership, corporation, business trust, limited liability company, limited liability partnership, join stock company, trust, unincorporated association, joint venture or other entity or a governmental body

(iii)    “ Pre-Closing Owner Commissions ” means all Owner Commissions that are required to have been paid by Sellers on or prior to the Closing Date.

(jjj)    “ Purchase Price ” has the meaning set forth in Section 2.3 .

(kkk)    “ Purchaser Minimum IRR ” means (i) as of the Closing, an internal rate of return to Purchaser of twenty percent (20%) and (ii) as of the Earnout Date, an internal rate of return to Purchaser of twenty-five percent (25%). For purposes of the calculation of the Earnout Amount, the investment amount used in calculating the Purchaser Minimum IRR as of the Earnout Date will include the Purchase Price (but excluding the RandM Assets Purchase Price and the Assumed Liabilities) plus the Earnout Amount.

(lll)    “ Rainbow Assets ” means all of the Assets that are owned or held by Rainbow.

(mmm)    “ Rainbow ROE Agreements ” means each of the California access and use agreements set forth on Schedule 3.8(a) hereto identified as originating from “RAIN” under the column entitled “Origin”.

(nnn)    “ RandM Assets ” means all of the Assets that are owned or held by Multiband and which were acquired by Multiband from Rand’M, a California corporation, pursuant to that certain Cable Systems Acquisition Agreement entered into effective September 13, 2006.

(ooo)    “ RandM Assets Purchase Price ” means $200,000.00.

(ppp)    “ RandM ROE Agreements ” means the ROE Agreements included in the RandM Assets.

(qqq)    “ Retained Liabilities ” has the meaning set forth in Section 2.2 .

(rrr)    “ ROE Agreement ” means each of the access and use agreements or service and installation agreements set forth on Schedule 3.8(a) hereto which includes all the Multiband ROE Agreements and the Rainbow ROE Agreements, and each RandM ROE Agreement and each Missing ROE Agreement.

(sss)    “ ROE Property ” means each property subject to an ROE Agreement.

(ttt)    “ Sales Commission ” means with respect to each New ROE, the amount of commission payable by Sellers to the respective marketing representatives of Purchaser calculated by multiplying (i) two dollars and fifty cents ($2.50) times (ii) the number of units at each ROE Property covered by a New ROE times (iii) the number of years in the term of such New ROE, including any renewal terms under the sole control of either of the Sellers on or prior to the Closing Date, up to a maximum of ten (10) years in the aggregate, provided, however, that any such New ROE has a minimum initial term of five (5) years.

(uuu)    “ Schedule ” means a part of the Disclosure Schedules unless expressly identified as a Purchaser’s Schedule.

(vvv)    “ Schedule 2.4 Payment ” has the meaning set forth in Section 2.4 .

(www)    “ SMATV Non-Bulk Service ” means SMATV services delivered to individual residents at an ROE Property using a System that encompasses a headend installed at such ROE Property and which is not a form of Bulk Service.

(xxx)    “ SMATV Non-Bulk Subscriber ” means a subscriber at an ROE Property that was billed for SMATV Non-Bulk Service as of August 31, 2006 for the calculation of the Purchaser Price and as of November 30, 2007 for the calculation of the Earnout Amount.

(yyy)    “ Subscriber ” means any DTH Subscriber, SMATV Non-Bulk Subscriber or Bulk EBS Subscriber. 

(zzz)    “ System ” means the cable, direct satellite system, SMATV system, mater antenna television or other television system built, acquired and/or operated by Sellers at the ROE Property, including all System Equipment and any and all other related wiring installed at the ROE Property as of the Closing Date in connection with the provision of cable, direct satellite television services and SMATV at the ROE Property.

(aaaa)    “ System Equipment ” means all equipment used in, or necessary for, the safe and proper operation of the System, including, but not limited to, satellite dishes, antennas, parabolic receiver antennas, leads, cables, conduit, terminals, location markers, amplifiers, down converters, wiring, descrambling equipment, head end equipment (including all racks, security and air conditioning units, power inserters, modulators, receivers and access cards), pedestals, junction boxes, vaults, splitters, interdiction devices, power supplies, receivers, destackers, amplifiers, decoders and other electronic devices used to distribute broadband communication signals. 

(bbbb)    “ Taxes ” means all taxes, additions to tax, penalties, interest, fines, duties, withholdings, assessments, and charges assessed or imposed by any governmental authority, including but not limited to all federal, state, county, local and foreign income, profits, gross receipts, import, ad valorem, real and personal property, franchise, license, sales, use, value added, stamp, transfer, withholding, payroll, employment, excise, custom, duty, and any other taxes, obligations and assessments of any kind whatsoever; the foregoing shall include, but not be limited to, any liability arising as a result of being (or ceasing to be) a member of any affiliated, consolidated, combined, or unitary group as well as any liability under any tax allocation, tax sharing, tax indemnity or similar agreement.

(cccc)    “ WARN Act ” has the meaning set forth in Section 3.35(c) .

(dddd)    “ Weighted Average Remaining ROE Agreement Term ” means as of any date, the average remaining term of the ROE Agreements including any automatic renewal terms under the sole control of either of the Sellers on or prior to the Closing Date, or the sole control of Purchaser after the Closing Date until the Earnout Date, weighted based on the applicable Gross Margin for such date. For purposes of calculating the Weighted Average Remaining ROE Agreement Term as of the date of this Agreement, any ROE Agreement that is expired is deemed to have a remaining term (including automatic renewals) of one (1) month and the remaining term (including automatic renewals) of all other ROE Agreements is based on the actual term (including automatic renewals) remaining as of such date. For purposes of calculating the Weighted Average Remaining ROE Agreement Term as of the Closing Date and as of the Earnout Date, any ROE Agreement that is expired or has a remaining term (including any automatic renewals) of less than twelve (12) months will be deemed to have a remaining term (including automatic renewals) of twelve (12) months and the remaining term (including automatic renewals) of all other ROE Agreements will be based on the actual term (including automatic renewals) remaining as of such date.

(eeee)    “ Whole Years ” means at any date, the number calculated by dividing the Weighted Average Remaining ROE Agreement Term at such date, by 12 and rounding the quotient up to the nearest whole number for each fractional year that is greater than or equal to one-half (0.50).

1.2    Other Terms . Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement.

1.3    Other Definitional Provisions .

(i)    The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement shall refer to this Agreement as a whole and not to any particular provisions of this Agreement.

(ii)    The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa.

(iii)    References to an “Exhibit”, “Annex” or to a “Schedule” are, unless otherwise specified, to one of the Exhibits, Annexes or Schedules attached to or referenced in this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the Articles or Sections of this Agreement.

(iv)    The term “Dollars” or “$” shall refer to the currency of the United States of America.

(v)    All references to time shall refer to Los Angeles, California time.

(vi)    The term “including” is by way of example and not limitation, whether or not followed by the words “without limitation” or any similar phrase.

2.1    Purchased Assets . Upon the terms and subject to the conditions set forth in this Agreement, effective as of the Closing, (a) Multiband hereby sells, transfers, assigns and conveys to Purchaser, and Purchaser hereby purchases, the Multiband Assets free and clear of all Liens and encumbrances and (b) Rainbow hereby sells, transfers, assigns and conveys to Purchaser, and Purchaser hereby purchases, the Rainbow Assets free and clear of all Liens and encumbrances. The Multiband Assets and the Rainbow Assets are intended to include all the Assets.

2.2    Assumed Liabilities; Retained Liabilities . Purchaser shall assume no liabilities of Sellers other than the post-closing obligations under the ROE Agreements following the Closing, which liabilities are expressly assigned to and assumed by Purchaser hereunder (the “Assumed Liabilities”). It is expressly agreed and understood that, except for the Assumed Liabilities, Purchaser does not assume any obligations or liabilities of Sellers, including, without limitation, any liabilities arising out of or relating in any way to the build-out or operation of a System or the System Equipment prior to Closing at each ROE Property by Sellers or others or with respect to any Pre-Closing Owner Commissions (the “Retained Liabilities”).

2.3    Purchase Price; Payment . The total consideration for the Assets (the “Purchase Price”) shall be equal to (i) the RandM Assets Purchase Price, plus (ii) three million, four hundred and thirty thousand dollars ($3,430,000.00) for the other Multiband Assets and the Rainbow Assets, which portion of the purchase price is calculated based on the Closing Date Free Cash Flow and the Purchaser’s Minimum IRR and the assumption that at the Closing, the Closing Date Weighted Average Remaining ROE Agreement Term will be at least eighty-four (84) months, plus (iii) the Assumed Liabilities; provided, however, that the portion of the Purchase Price described in subsection (ii) above shall be adjusted up or down as set forth on Schedule 2.3(a) to reflect the actual Closing Date Weighted Average Remaining ROE Agreement Term. Schedule 2.3(b) sets forth the calculation of the Purchase Price excluding the Assumed Liabilities and the RandM Assets Purchase Price and details the calculations for Free Cash Flow and the Purchaser’s Minimum IRR. The cash portion of the Purchase Price attributable to the Schedule 2.4 ROE Assets will be paid by Purchaser to Rainbow at the Initial Closing as described in Section 2.4 below. The balance of the Purchase Price shall be paid to the Sellers at the Closing as follows: (i) eighty percent (80%) of the cash portion of the Purchase Price will be paid to Sellers based on their respective Gross Margin Percentages and (ii) twenty percent (20%) of the cash portion of the Purchase Price shall be held by Purchaser as an indemnity holdback to cover claims by Purchaser under Article 9 hereof (the “Indemnity Holdback Amount”). The Holdback shall be released to Sellers pursuant to the terms of Section 2.6 below.

2.4    Initial Closing . At the Initial Closing, Purchaser shall pay to Rainbow three hundred and eighty-six thousand dollars ($386,000.00) (the “Schedule 2.4 Payment”) with respect to the ROE Agreements and the related Assets for the five (5) ROE Properties identified on Schedule 2.4 hereto (the “Schedule 2.4 ROE Assets”) if (a) such ROE Agreement provides Rainbow with the exclusive right to provide and market its private cable operator services at each such property, (b) the Weighted Average Remaining ROE Agreement Term of the ROE Agreements with respect to each of the Schedule 2.4 ROE Assets including any automatic renewal terms under the sole control of either of the Sellers on or prior to the Closing Date is at least sixty (60) months, and (c) the aggregate Gross Margin with respect to the ROE Agreements included in the Schedule 2.4 ROE Assets is at least fifteen thousand dollars ($15,000.00) per month. The Schedule 2.4 Payment shall be considered complete payment to Rainbow for the Assets relating to the Schedule 2.4 ROE Assets such that title to all such Assets will transfer to Purchaser as of the Schedule 2.4 Assets Effective Date. At the Closing Date, the Schedule 2.4 Payment shall be deducted from the Purchase Price due to Rainbow with respect to the balance of the Assets at the Closing Date and the Schedule 2.4 Payment shall be included as part of the Purchase Price with respect to calculation of the Earnout Amount and the Assets shall be included with all the other Assets for all other purposes under this Agreement.

2.5    Earnout . In addition to the Purchase Price, Sellers shall be entitled to the Earnout Amount on the Earnout Date. The Earnout Amount shall be paid to Sellers based on their respective Gross Margin Percentages.

2.6    Indemnity Holdback Amount. The Indemnity Holdback Amount shall be released as set forth below to Sellers in accordance with the Gross Margin Percentage: (a) to the extent that on the third (3 ^rd ) month anniversary of the Closing Date any claims by Purchaser under Article 9 hereof are less than seventeen and a half percent (17.5%) of the cash portion of the Purchase Price paid by Purchaser as of the Closing Date, then two and a half percent (2.5%) of the Indemnity Holdback Amount shall be released to Sellers on such third (3 ^rd ) month anniversary; (b) to the extent that on the sixth (6 ^th ) month anniversary of the Closing Date any claims by Purchaser under Article 9 hereof are less than fifteen percent (15.0%) of the cash portion of the Purchase Price paid by Purchaser as of the Closing Date, then two and a half percent (2.5%) of the Indemnity Holdback Amount shall be released to Sellers on such sixth (6 ^th ) month anniversary; (c) to the extent that on the nine (9) month anniversary of the Closing Date any claims by Purchaser under Article 9 hereof are less than twelve and a half percent (12.5%) of the cash portion of the Purchase Price paid by Purchaser as of the Closing Date, then two and a half percent (2.5%) of the Indemnity Holdback Amount shall be released to Sellers on such nine (9) month anniversary; and (d) to the extent that on the first (1 ^st ) year anniversary of the Closing Date, there are no claims by Purchaser under Article 9 hereof or such claims are less than twelve and a half percent (12.5%) of the cash portion of the Purchase Price paid by Purchaser as of the Closing Date, then the total remaining balance of the Indemnity Holdback Amount shall be released to Sellers on such first (1 ^st ) year anniversary of the Closing Date; provided, however, that if any claim by Purchaser under Article 9 is pending dispute as of the time of any release of any portion of the Indemnity Holdback Amount, then, unless the balance of the Indemnity Holdback Amount at such time (excluding the amount required to be distributed at such time) is sufficient to cover the amount of such disputed claim, then an amount equal to such claim shall continue to be held by Purchaser until such time as the disputed claim is finally resolved among the parties and such amount distributed according to such resolution or, as necessary, retained to insure that the appropriate Indemnity Holdback Amount at such time continues to be held by Purchaser.

2.7    Initial Closing Date; Closing Date .

(a)    Initial Closing . The consummation of the purchase and sale of the Schedule 2.4 ROE Assets provided for in Section 2.4 hereof (the “Initial Closing”) shall take place at 10:00 a.m. (Pacific Standard time) on October 19, 2006, or at such other date and time as is mutually agreed to by the parties (the “Initial Closing Date”), but shall be deemed effective as of 12:01 a.m. (Pacific Standard time) on September 29, 2006 (the “Schedule 2.4 Assets Effective Date”). The Initial Closing shall take place by delivery to each of Purchaser’s and Multiband’s principal office via facsimile transmission or email transmission in PDF file format (with originals sent via overnight courier service) of the signed Agreement and delivery of (a) the Initial Closing Purchase Price to be made in accordance with Section 2.4 , (b) a fully executed assignment for each ROE Agreement listed on Schedule 2.4, other than with respect to the ROE Agreement for the ROE Property known as the Promenade which ROE Agreement was executed in the name of Purchaser and therefore does not require further assignment to Purchaser, (c) a fully executed bill of sale with respect to the Schedule 2.4 ROE Assets, (d) a fully executed Secretary’s Certificate of Rainbow providing the information required by Section 6.28 with respect to the sale of the Schedule 2.4 ROE Assets, and (e) evidence of compliance with the actions required by Sections 6.23 (Transfer of Chain Numbers), Section 6.24 (Transfer of Accounts) and Section 6.25 (DirecTV’s Waiver of Right of First Refusal) with respect to the Schedule 2.4 ROE Assets, or at such other place or in such other manner as the parties hereto may agree. In addition, (x) execution of this Agreement is evidence that (1) none of the conditions contemplated in Section 6.3 (Legislation) or Section 6.4 (Proceedings) are present with respect to the Schedule 2.4 ROE Assets, and (2) there are no consents or other approvals required with respect to the Schedule 2.4 ROE Assets, (y) the information required pursuant to Section 6.17 (ROE Agreement and Subscriber Information) shall be delivered to Purchaser within two (2) days after the Initial Closing Date, and (z) the information required by Section   6.11 (Technical Specifications), Section 6.12 (Owner Contact Information), Section 6.13 (Deposits), Section 6.14 (Free (“Comp”) Accounts and Service), Section 6.15 (Deposits), and Section 6.16 (Channel Lineups and Serial Numbers) shall be delivered to Purchaser within five (5) days after the Initial Closing Date. All Disclosure Schedules or other deliverables prepared by Sellers and delivered to Purchaser under the terms of this Agreement with respect to the Schedule 2.4 ROE Assets shall reflect information as of 12:01 a.m. (Pacific Standard time) on the Schedule 2.4 ROE Assets Effective Date.

(b)    Closing . The consummation of the purchase and sale of all of the other Assets (other than the Schedule 2.4 ROE Assets) provided for herein (the “Closing”) shall take place at 10:00 a.m. (Pacific Standard time) ninety (90) days after the date of this Agreement (the “Closing Date”); provided, however, that if at such time Sellers are in the process of continuing to negotiate New ROEs pursuant to Section 6.6 hereof, then upon written notice to Purchaser, Multiband shall have the option to extend the Closing for an additional ninety (90) days (the “Closing Extension Option”) in which case, the date that is one hundred and eighty (180) days after the date of this Agreement shall be the “Closing Date.” The Closing shall take place by delivery to each of Purchaser’s and Multiband’s principal office via facsimile transmission or email transmission in PDF file format (with originals sent via overnight courier service) of the documents to be delivered at the Closing and deliveries of the Purchase Price to be made in accordance with Section 2.3 , or at such other place or in such other manner as the parties hereto may agree. All Disclosure Schedules or other deliverables prepared by Sellers and delivered to Purchaser under the terms of this Agreement with respect to the Assets (other than the Schedule 2.4 ROE Assets) shall reflect information as of 12:01 a.m. (Pacific Standard time) on the Closing Date, unless otherwise indicated in this Agreement.

2.8    Proceedings . All proceedings taken and all documents executed and delivered by the parties hereto at the Initial Closing with respect to the Schedule 2.4 ROE Assets shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. All proceedings taken and all documents executed and delivered by the parties hereto at the Closing with respect to the Assets (other than the Schedule 2.4 ROE Assets) shall be deemed to have been taken and executed simultaneously and no proceedings shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered. 

2.9    Purchase Price Allocation . The consideration payable by Purchaser under this Agreement shall be allocated among the Assets (the “Allocation”) first to accounts receivable and inventory and equipment-vehicles and the balance shall be allocated 10% to tangible personal property and equipment and 90% to the ROE Agreements. Purchaser and each of the Sellers agree to (a) be bound by the Allocation and not to take any position inconsistent with such Allocation and (b) file all returns and reports with respect to the transactions contemplated in this Agreement, including all federal, state and local tax returns on the basis of such Allocation, including without limitation, IRS Form 8594.

Unless otherwise indicated, as of the date hereof and as of the Closing Date, each of the Sellers represents and warrants to Purchaser, jointly and severally, as follows:

3.1    Organization . Multiband is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota with full power and authority to conduct its business as it is now being conducted and to own or use the Multiband Assets. Rainbow is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Connecticut with full power and authority to conduct its business as it is now being conducted and to own or use the Rainbow Assets.

3.2    No Subsidiaries . The Assets do not contain any interest, direct or indirect, in any business, corporation, joint venture, partnership, proprietorship or other entity. Multiband is the owner of and holds all rights with respect to the Multiband Assets and Rainbow is the owner of and holds all rights with respect to the Rainbow Assets. Except as set forth in Schedule 3.2 , none of the Business is conducted through, and none of the Assets are owned by or through, any direct or indirect subsidiary or Affiliate of Sellers.

3.3    Authority . This Agreement constitutes the legal, valid and binding obligation of each of the Sellers enforceable against each of them in accordance with its terms. Upon the execution and delivery by the Sellers of the New ROEs, Noncompetition Agreements, the Call Center and Billing Agreement and the Internet Agreement and each other agreement to be executed or delivered by each such party at the Closing (collectively, the Sellers’ Closing Documents”), each of Sellers’ Closing Documents will constitute the legal, valid and binding obligation of each of the Sellers, enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Each of the Sellers has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and each of the Sellers’ Closing Documents to which it is a party and to perform its obligations under this Agreement and each of the Sellers’ Closing Documents to which it is a party, and such action has been duly authorized by all necessary action by such Seller’s shareholders or members and board of directors or managers. No further proceeding on the part of any of the Sellers or their respective shareholders, members, managers or board of directors is necessary to authorize this Agreement, each of the Sellers’ Closing Documents to which it is a party and the transactions contemplated hereby. Neither the execution and delivery of this Agreement nor compliance by any of the Sellers with its terms and provisions will violate (i) any provision of the Articles of Incorporation, Articles of Organization, Bylaws or Operating Agreement, as applicable, of such Seller, (ii) any Contract transferred to Purchaser or any permit or license of Sellers relating to the Business, or (iii) any law, statute, regulation, injunction, order or decree of any government agency or authority or court to which Sellers, the Business or any of the Assets is subject, except to the extent that any such violation would not be material with respect to the Assets individually or in the aggregate.

3.4    Capitalization . Multiband is and will be on the Closing Date the sole record and beneficial owner and holder of the issued and outstanding shares of Rainbow and such shares are and will be owned by Multiband, free and clear of all Liens. There are no Contracts relating to the issuance, sale or transfer of any equity securities or other securities of Rainbow. 

3.5    Financial Information Reports .

(a)    Each Seller has delivered to Purchaser the following financial information, (collectively, with any updates thereof, the “Financial Information Reports”): (a) an unaudited balance sheet as of June 30, 2006 (including the notes thereto, the “Balance Sheet”), and (b) the related monthly statements of income for the months of January through June 2006. Each of the Financial Information Reports delivered to Purchaser hereunder and pursuant to Section 5.8 below is and will be complete and correct and was and will be prepared from and is and will be in accordance with the accounting records of the Sellers which have been maintained in accordance with sound business practices and based on Sellers’ financial statements which have been prepared in accordance with GAAP consistently applied. 

(b)    Schedule 3.5(b) sets forth a correct and complete schedule of the calculation of the Closing Date Gross Revenue for each of the ROE Properties.

(c)    Schedule 3.5(c) sets forth a correct and complete schedule of the calculation of the Closing Date Direct Costs for each of the ROE Properties.

(d)    Schedule 3.5(d) sets forth a correct and complete schedule of the calculation of the Closing Date Gross Margin for each of the ROE Properties.

3.6    Sufficiency of Assets; Title .

(a)    The Assets (a) constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to operate Sellers’ Business in the manner presently operated by Sellers, and (b) include all of the California operating assets of the Sellers used in the Business. The Assets are suitable for the uses for which they are currently used by Sellers in the Business.

(b)    Schedule 3.6 contains a true and complete listing of each vehicle that is used in the Business, each driver that is assigned to such vehicle, whether the vehicle is owned or leased by the Sellers and an indication as to whether the vehicle belongs to an employee of the Sellers and if employee-owned, the applicable mileage reimbursement rate. Sellers will pay and satisfy any and all obligations with respect to the leased vehicles reflected on Schedule 3.6 on or prior to the Closing and at the Closing will deliver to Purchaser title to such leased vehicles and the Sellers’ owned vehicles, free and clear of all Liens.

(c)    Each Seller has or will have, and, upon consummation of the transactions contemplated hereby, will convey to Purchaser, full right, title and interest, and good and marketable title, to their respective Assets, free and clear of all Liens. To the Knowledge of Sellers, there are no claims, objections or bases for objections which any Owner of any ROE Property or any predecessor to either of the Sellers may raise in connection with any ROE Agreement or the other Assets and the transactions contemplated by this Agreement.

3.7    Contracts . Each Contract required to be listed on a Schedule hereto is valid and subsisting and is in full force and effect in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles, and there have been no amendments, creditors modifications, or supplements to any such Contract. There is no default by either Seller or claim of default by either Seller, or, to the Knowledge of Sellers, any other party thereto, under any such Contracts and no Event has occurred that, with the passage of time or the giving of notice or both, could reasonably be expected to constitute a default by either Seller or, to the Knowledge of Sellers, any other party thereto under any such Contract, or could reasonably be expected to permit modification, acceleration, or termination of any such Contract, or result in the creation of any Lien on any of the Assets. No party to any Contract has notified any Seller of its intention to terminate any Contract and to the Knowledge of Sellers, no party to any Contract has indicated its intent to do so, whether by exercising any termination or buy-out rights under any Contract or otherwise.

3.8    ROE Agreements .

(a)    Attached hereto as Schedule 3.8(a) is a complete and correct list of each Multiband ROE Agreement and each Rainbow ROE Agreement that is included in the Assets, including, without limitation, the correct and complete: (i) name and address of each ROE Property, (ii) the number of units at each ROE Properties, (iii) the type of service provided at each ROE Property, and (iv) the expiration date of the term of each ROE Agreement, provided, however, that the failure to set forth the exact correct number of units and property name of each Property will not have or be reasonably expected to have a Material Adverse Effect. Except as set forth on Schedule 3.8(a) and Schedule 3.8(b) below, there are no other Contracts (whether oral or written) entered into between either of the Sellers and any of the Owners of the ROE Properties that affect any of the Assets other than the RandM Assets.

(b)    Schedule 3.8(b) sets forth a true and correct list of each ROE Agreement with respect to which neither of the Sellers is paying any Owner Commissions or any programming fees to DirecTV, 4COM or any other programming services provider. There are no revenues or expenses associated with such ROE Properties because there are no subscribers at such ROE Properties and although Sellers have the right to provide television service and programming to such ROE Properties, no such service is currently provided by the Sellers. The failure to provide such service is not a breach of the ROE Agreements for such ROE Properties.

(c)    As of the Closing, Schedule 3.8(c) includes (i) a complete and correct list of each RandM ROE Agreement that is included in the Assets, including, without limitation, the correct and complete: (1) name and address of each ROE Property, (2) the number of units and the number and type of Subscribers at each ROE Property, (3) the type of service provided at each ROE Property, and (4) the expiration date of the term of each ROE Agreement, and (ii) a complete and correct list of each ROE Agreement that is included in the Assets but for which Sellers do not have copies of the respective ROE Agreements (each, a “Missing ROE Agreement”), including, without limitation, the correct and complete: (1) name and address of each such ROE Property, (2) the number of units and the number and type of Subscribers at each such ROE Property, (3) the type of service provided at each such ROE Property, (4) to the extent available, the expiration date of the term of each Missing ROE Agreement and (5) name of the Seller that provides the services pursuant to such Missing ROE Agreement. Except as set forth on Schedule 3.8(c) , there are no other Contracts (whether oral or written) entered into between either of the Sellers and any of the Owners of the ROE Properties that affect any of the RandM Assets. Sellers represent that they have all right, title and interest in and to each Missing ROE Agreement and that the applicable Seller indicated has the right to provide the Services at such ROE Properties.

(d)    The Weighted Average Remaining ROE Agreement Term of the ROE Agreements is ten (10) months as of September 30, 2006. As of the Closing, the Weighted Average Remaining ROE Agreement Term of the ROE Agreements will be at least sixty (60) months.

(e)    Prior to the Closing, Sellers have delivered to Purchaser, true and complete files for each ROE Agreement, including, without limitation, the fully executed ROE Agreement, any schedules, exhibits, annexes, memoranda, assignments and amendments thereto, all correspondence with respect to each ROE Agreement since the acquisition date of each applicable ROE Agreement, and all instruments of transfer, assignment, conveyance and other instruments evidencing the applicable Seller’s chain of title with respect to each ROE Agreement, and hereby represents that each such transfer, assignment or other conveyance was in all respects legally effected and sufficient to convey, transfer and assign to the applicable Seller all right, title and interest in each ROE Agreement and the Assets (collectively, the “ROE Files”). Each ROE Agreement (i) represents the valid, binding and legal obligation of the respective Seller and each other party thereto, enforceable against such party in accordance with its terms; (ii) contains the expiration date of the term of such ROE Agreement and the exact number of apartment, dwelling or similar units at such ROE Property; and (iii) is in full force and effect according to the terms set forth in the ROE Agreement and has not been modified, supplemented or amended in any way.

3.9    SMATV Non-Bulk Properties . Schedule 3.9 sets forth a correct and complete list by ROE Property of each ROE Property that has SMATV Non-Bulk Service, the number of SMATV units, the number of channels available at each such ROE Property, which channels include local and transport stations delivered by 4COM, the monthly rate charged per subscriber for the SMATV Non-Bulk Service, the total monthly revenues at such ROE Property for the SMATV Non-Bulk Service, the number of SMATV Non-Bulk Service subscribers, the total monthly transport fees payable by Sellers to 4COM for the transport stations at such ROE Property and the total monthly fees payable by Sellers to DirecTV for the SMATV Non-Bulk Service.  

3.10    HDTV Properties . Schedule 3.10 sets forth a correct and complete list of each ROE Property that is HDTV ready, together with the applicable HDTV platform installed at such ROE Property and a list of ROE Properties that have requested an HDTV upgrade.

3.11    Exclusivity .

(a)    Except as set forth on Schedule 3.8(a) , each of the ROE Properties is exclusive to the respective Seller represented as holding the rights to such ROE Property with respect to the System and System Equipment (the “Exclusive Agreements”).

(b)    Except as set forth on Schedule 3.8(a) with respect to the Exclusive Agreements , (a) there is currently no franchise cable operator (“FCO”) connected to any minimum point of entry at any of the ROE Properties and no FCO has over built any of the Sellers’ Systems at any of the ROE Properties; (b) no unit at any ROE Property is serviced by the FCO; and (c) Sellers have sole and exclusive access to each of the ROE Properties in connection with (1) the provision of television service and programming delivered to each of the units on such ROE Properties using the cable distribution system and inside wiring at each such ROE Property and (2) the solicitation of residents residing at each ROE Property. 

3.12    Access to ROE Properties . Pursuant to each ROE Agreement, each Seller has the right of ingress, egress, access and right of way across, through, in or on each part and all of the ROE Property covered by such ROE Agreement, to each unit within such ROE Property and to all Systems and System Equipment located on such ROE Property and used in the operation of the cable television or other similar system on such ROE Property, sufficient to provide the services that are required to be provided pursuant to each ROE Agreement. Neither Seller has been notified by any Owner of any ROE Property about any limitations or restrictions on such Owner’s ability to grant such rights to such Seller.

3.13    Ownership of Assets . Except as set forth on Schedule 3.13, Multiband owns all the Systems, the Systems Equipment used to provide the services to each of the ROE Properties under the Multiband ROE Agreements and all the other Multiband Assets and Rainbow owns all the Systems, the Systems Equipment used to provide the services to each of the ROE Properties under the Rainbow ROE Agreements and all the other Rainbow Assets. Neither Seller has previously assigned or transferred any of its right, title or interest in, to or under the Assets, and each Seller holds such right, title and interest free and clear of any and all Liens. Neither Seller has removed any of the Systems, Systems Equipment or other Assets that were located on any ROE Property at the time that Purchaser surveyed each of the ROE Properties during the period from September 20-22, 2006 (the “Inspection”). All of the Assets are materially in the same condition and functioning in the same manner as during the Inspection.

3.14    Accounts Receivable . Schedule 3.14 sets forth a correct and complete summary of all of the accounts receivable with respect to each ROE Property included in the Assets, including the aging of each account receivable segregated by Performing Subscriber and Non-performing Subscriber (the “Aging A/R Summary Report”), with supporting details to be electronically delivered to Purchaser at the Closing. All accounts receivable reflected on Schedule 3.14 represent or will represent valid obligations arising from sales actually made, services actually performed or services actually billed by Sellers.

3.15    Absence of Undisclosed Liabilities . Except as set forth on Schedule 3.15 , other than obligations under the ROE Agreements with respect to the applicable ROE Property to which such ROE Agreement relates, there are no Liens, debts, liabilities or obligations, of any nature, affecting the Assets.  Each Seller shall pay, discharge and perform promptly, when due, any and all Retained Liabilities of the Sellers that directly or indirectly affect the Assets.

3.16    Absence of Certain Changes and Events .

(a)    Since June 30, 2006, there has not been any change or occurrence that reasonably indicates there may be any change, in the management, business, prospects, results of operations or condition (financial or otherwise) of the Assets or the Business that has or could reasonably be expected to have a Material Adverse Effect.

(b)    Since June 30, 2006, neither Seller has (i) transferred or otherwise disposed of any of the Assets; (ii) entered into any compromise or settlement of or suffered any judgment in any litigation, proceeding, or governmental investigation relating to the Assets; (iii) suffered any material damage or destruction to, or loss of, any of the Assets whether or not covered by insurance; (iv) entered into any Contract, including, without limitation, with respect to Owner Commissions or other side Contract requiring any payments to be made with respect to the Assets; (v) except as set forth on Schedule 3.16, entered into any   Contract to purchase or otherwise acquire control of any access and use agreements or service and installation agreements similar in nature to the ROE Agreements, either directly or indirectly, in the States of California and Arizona, including, without limitation, acquiring the assets of any system operator or other Person that engages in the Private Cable Operator Business in California or Arizona or (vi) entered into any written or oral Contract, other than this Agreement, to do any of the things enumerated in (i) through (v) of this Section 3.16 .

3.17    Litigation .

(a)    Set forth on Schedule 3.17 is a true and complete list of all actions, suits, proceedings, audits and investigations instituted against or by any Seller affecting the Business or the Assets, since the acquisition of each ROE Agreement by the respective Seller, and a brief description of the nature and status thereof. There are no actions, suits or proceedings served and pending or, to the Knowledge of Sellers, threatened against or by either Seller relating to or affecting the Assets, at law, in equity or otherwise, in, before or by any court, arbitrator or governmental agency or