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 ”).

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)

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

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.

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.

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;

(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)

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.

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:

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.

2.1    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.

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.

3.1    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”

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.

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.

4.1    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.

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.

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.

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.

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