ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

Execution Version

ASSET PURCHASE AGREEMENT

between

BELL INDUSTRIES, INC.

and

VELOCITA WIRELESS LLC

Dated as of March 30, 2008

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
1.1 Certain Definitions			1
1.2 Terms Defined Elsewhere in this Agreement			7
1.3 Other Definitional and Interpretive Matters			10
ARTICLE II PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES			11
2.1 Purchase and Sale of Assets			11
2.2 Excluded Assets			13
2.3 Assumption of Liabilities			14
2.4 Excluded Liabilities			15
2.5 Further Conveyances and Assumptions; Consent of Third Parties			17
2.6 Bulk Sales Laws			18
2.7 Purchase Price Allocation			18
2.8 Allocation of Taxes and Expenses			19
ARTICLE III CONSIDERATION			20
3.1 Consideration			20
3.2 Purchase Price Adjustment			20
3.3 Reimbursed Liabilities			22
3.4 Closing Date Shortfall Cash			23
ARTICLE IV CLOSING AND TERMINATION			23
4.1 Closing Date			23
4.2 Termination of Agreement			23
4.3 Procedure Upon Termination			24
4.4 Effect of Termination			25
ARTICLE V REPRESENTATIONS AND WARRANTIES OF SELLER			25
5.1 Organization and Good Standing			25
5.2 Authorization of Agreement			26
5.3 Conflicts; Consents of Third Parties; Subsidiaries			26
5.4 Balance Sheets; Books of Account			27
5.5 Title to Purchased Assets; Sufficiency			27

 -i-

TABLE OF CONTENTS
(continued)

		Page
5.6 Compliance with Laws; Permits			28
5.7 Material Contracts			28
5.8 Legal Proceedings			30
5.9 Intellectual Property			30
5.10 Insurance			32
5.11 Labor			32
5.12 Environmental Matters			33
5.13 Conduct of Business in Ordinary Course			34
5.14 Customers and Suppliers			34
5.15 PP&E			35
5.16 Foreign Corrupt Practices Act and Export Restrictions			35
5.17 Taxes			35
5.18 Real Property			35
5.19 Tangible Personal Property			36
5.20 Product Warranty; Product Liability			36
5.21 Certain Payments; Certain Interests			36
5.22 Employee Benefits			37
5.23 Financial Advisors			38
5.24 Closing Net Current Assets			38
5.25 Solvency			38
5.26 No Other Representations or Warranties			38
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER			38
6.1 Organization and Good Standing			38
6.2 Authorization of Agreement			38
6.3 Conflicts; Consents of Third Parties			39
6.4 Litigation			39
6.5 Financial Advisors			39
6.6 Financing			39
6.7 Purchaser Qualifications			40
6.8 No Other Representations or Warranties			40

 -ii-

TABLE OF CONTENTS
(continued)

		Page
ARTICLE VII CERTAIN COVENANTS			40
7.1 Access to Information; Preservation of Records by Purchaser			40
7.2 Conduct of the Business Pending the Closing			41
7.3 Consents			42
7.4 Further Assurances			42
7.5 FCC Licenses			42
7.6 Lender Consents			42
7.7 Confidentiality			44
7.8 Preservation of Records by Seller			45
7.9 Publicity			45
7.10 Non Competition; Non Solicitation			46
7.11 Tax Matters			47
7.12 Supplementation and Amendment of Disclosure Schedule			47
ARTICLE VIII EMPLOYEES AND EMPLOYEE BENEFITS			47
8.1 Employment			47
8.2 Employee Benefits			48
8.3 Employee Rights			49
8.4 Employee Information			49
8.5 Cooperation			49
8.6 Employee Obligations of Confidentiality			49
ARTICLE IX CONDITIONS TO CLOSING			49
9.1 Conditions Precedent to Obligations of Purchaser			49
9.2 Conditions Precedent to Obligations of Seller			52
9.3 Frustration of Closing Conditions			55
ARTICLE X INDEMNIFICATION			55
10.1 Survival of Representations and Warranties			55
10.2 Indemnification by Seller			56
10.3 Indemnification by Purchaser			56
10.4 Indemnification Procedures			57
10.5 Certain Limitations on Indemnification			59

 -iii-

TABLE OF CONTENTS
(continued)

		Page
10.6 Calculation of Losses			60
10.7 Tax Treatment of Indemnity Payments			60
10.8 Exclusive Remedy			60
ARTICLE XI MISCELLANEOUS			61
11.1 Expenses			61
11.2 Submission to Jurisdiction; Consent to Service of Process			61
11.3 Entire Agreement			62
11.4 Governing Law			62
11.5 Notices			62
11.6 Severability			63
11.7 Binding Effect; Assignment			63
11.8 Non Recourse			64
11.9 Counterparts			64

Exhibits
A-1		Form of Note
A-2		Form of Copyright Security Agreement
A-3		Form of Trademark Security Agreement
A-4		Form of Patent Security Agreement
A-5		Form of Contracts Security Agreement
A-6		Form of Membership Pledge Agreement
B		Form of Bill of Sale
C		Form of Assignment and Assumption Agreement
D		Form of Copyright Assignment
E		Form of Trademark Assignment
F		Form of Patent Assignment
G		Form of Pager Agreement
H-1		Form of Sub-Lease Agreement for Clinton, MS property
H-2		Form of Landlord Estoppel Certificate for Clinton, MS property
I-1		Form of Lease Assignment Agreement for Jackson, MS property
I-2		Form of Sub-Lease Agreement for Jackson, MS property
I-3		Form of Landlord Estoppel Certificate for Jackson, MS property
J		Form of Access Agreement
K		Form of Instrument of Assignment (FCC Licenses)
L		Form of Subcontract for GSA Agreement
M		Form of Transition Services Agreement

ASSET PURCHASE AGREEMENT

               This ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of March 30, 2008, is between BELL INDUSTRIES, INC. , a California corporation (“ Seller ”), and VELOCITA WIRELESS LLC , a Delaware limited liability company (“ Purchaser ”), and relates to the sale of the business as a going concern heretofore conducted by Seller under the trade name “SkyTel”.

W I T N E S S E T H:

                WHEREAS , Seller presently conducts the Business (as hereinafter defined); and

                WHEREAS , Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to acquire substantially all of the Purchased Assets (as hereinafter defined) for the Purchase Price (as hereinafter defined) and the assumption by Purchaser of certain specified liabilities relating to the Business, all as more specifically provided herein.

                NOW, THEREFORE , in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

          1.1 Certain Definitions . For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

               “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “ control ” (including the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

               “ AVL Business ” means the former business of Seller consisting of the production, sale, development and operation of the wireless automatic vehicle location devices and services currently marketed or being developed under the brands of “SkyGuard”, “FleetHawk” and “Sentry.”

               “ AVL Contracts ” means collectively, the (i) Transition Services Agreement, dated February 14, 2008, between Seller and SkyGuard, LLC; (ii) Wireless Reseller Agreement, dated February 14, 2008, between Seller and SkyGuard, LLC; (iii) Consulting Agreement, dated February 14, 2008, between SkyGuard, LLC and Seller (regarding services of Raj Cherukuri); (iv) Consulting Agreement, dated February 14, 2008, between SkyGuard, LLC and Seller (regarding services of Ratan Guduru); (v) Software License Agreement, dated February 14, 2008, between SkyGuard, LLC and Seller; and (vi) Linking Agreement, dated February 14, 2008, between Seller and SkyGuard, LLC.

               “ Business ” means the business of Seller consisting of the production, sale, development and operation of one-way and two-way paging services, air-to-ground wireless services, cellular reseller services and fixed location wireless telemetry services, including all business conducted under the “SkyTel” brand.

               “ Business Day ” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

               “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

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

               “ Contract ” means any contract, agreement, open purchase order, indenture, note, bond, mortgage, loan, instrument, lease, license, binding commitment or other arrangement, whether written or oral, including distribution and sales representative agreements, and other agreements (including any amendments and other modifications thereto).

               “ Copyrights ” means all un-registered copyrights, works of authorship and mask works, all registered copyrights, works of authorship and mask works registrations, and any applications for registration thereof.

               “ Documents ” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, customer and supplier lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar materials related primarily to the Business and the Purchased Assets in each case whether or not in electronic form; provided, however, that “ Documents ” shall not include duplicate copies of such Documents retained by Seller or its Affiliates subject to the obligations relating to the use and disclosure thereof set forth in this Agreement.

               “ Employee ” means, as of any applicable date, all individuals who are employed by Seller as common law employees of the Business, including all active full-time and part-time employees, employees on vacation or approved personal leave, workers’ compensation, military leave with reemployment rights under federal Law, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, long-term disability, and employees on other approved leaves of absence with a legal or contractual right to reinstatement.

               “ Environmental Claim ” means any allegation, notice of violation, action, suit, claim, Lien, demand, abatement or other Order or direction (conditional or otherwise) by reason of statute, common law, or contract, in law or equity, by any Governmental Body or by any other Person for personal injury (including sickness, disease or death), real, personal, tangible or intangible property damage, consequential damage, stigma, loss of value, damage to the environment (including air, soil, water, or natural resources), nuisance, trespass, pollution, contamination or other adverse effects on the environment, or for fines, penalties, injunctions, or restrictions resulting from or based upon (a) the existence, or the continuation of the existence, of

a Release or threatened Release (including sudden or non-sudden accidental or nonaccidental releases) of, or exposure or threatened exposure to, any Hazardous Material or other substance, chemical, material, pollutant, contaminant, odor, audible noise, or other Release in, into or onto the environment (including the air, soil, water or natural resources) at, in, by, from or related to any leased real estate or any activities conducted thereon or the Business; (b) the handling, use, transportation, storage, treatment or disposal of Hazardous Materials; (c) any disturbance or impact to the environment; or (d) the violation, or alleged violation, of any Environmental Law, Order or Permit of or from any Governmental Body.

               “ Environmental Law ” means any Law relating to human health and safety or the protection of the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act of 1974 (42 U.S.C. § 300f et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 1101 et seq.); the Endangered Species Act of 1973 (7 U.S.C. § 136; 16 U.S.C. § 460 et seq.), and the Occupational Safety and Health Act of 1970 (29 U.S.C. §651 et seq.); as each has been amended and the regulations promulgated pursuant thereto.

               “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

               “ ERISA Affiliate ” means, with respect to any Person, all other Persons that are treated as a single employer with that Person pursuant to sections 414(b), 414(c), 414(m), and/or 414(o) of the Code.

               “ Excluded Marks ” means those Trademarks of Seller listed on Schedule 1.1(ii).

               “ FCC Licenses ” means all Permits issued or granted to Seller by the FCC.

               “ Final Order ” means, with respect to an action or order of the FCC granting the FCC Consent, when such action or order shall have been issued by the FCC in writing, setting forth the FCC Consent, and (i) such action or order shall not have been reversed, stayed, enjoined, set aside, annulled or suspended, and (ii) no protest, request for stay, reconsideration or review by the FCC on its own motion or by any third party, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall be pending, when the period provided by law for initiating such protest, request for stay, reconsideration or review by the FCC on its own motion, petition for FCC reconsideration or for rehearing, application for FCC review, or judicial appeal of such action or order shall have expired.

               “ GAAP ” means generally accepted accounting principles in the United States as of the date hereof.

               “ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or local, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

               “ Hazardous Material ” means any substance, chemical, material or waste, or any constituent thereof, that is defined by any Environmental Law as hazardous, corrosive, ignitable, explosive, infectious, radioactive, carcinogenic, petroleum-derived, or toxic, such that the use, storage, treatment, disposal, release, discharge of, or exposure to which is prohibited, limited or otherwise is regulated by any Governmental Body, or is regulated by or forms the basis of liability under any Environmental Law, including any material, waste or substance which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “universal waste,” “commingled waste,” “a pollutant,” “pollution,” “subject waste,” a “contaminant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, including petroleum or petroleum products, petroleum components, constituents, additives or derivatives thereof, radioactive materials, radionuclides, radon gas, mercury, asbestos and polychlorinated biphenyls.

               “ Indebtedness ” of any Person means, without duplication, (i) the principal of and, accreted value and accrued and unpaid interest in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities; (iii) all obligations of the type referred to in clauses (i) and (ii) of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (iv) all obligations of the type referred to in clauses (i) through (iii) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

               “ Indemnified Party ” means the party entitled to indemnity under Article X .

               “ Indemnifying Party ” means party obligated to provide indemnification under Article X .

               “ Intellectual Property ” means all Statutory Intellectual Property and all Non-Statutory Intellectual Property.

               “ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

               “ Knowledge of Seller ” concerning any particular subject, area or aspect of the Business or otherwise shall mean (i) the actual knowledge of each of the Persons listed on Schedule 1.1(iii) and (ii) all knowledge which was or should have been obtained upon reasonable inquiry by such Persons.

               “ Law ” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule or regulation.

               “ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits or proceedings (public or private) by or before a Governmental Body.

               “ Liability ” means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due), and including all costs and expenses relating thereto.

               “ Lien ” means (i) any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal or easement and (ii) except with respect to Tower Site Leases, any other declaration, covenant, condition, restriction or servitude.

               “ Loan Documents ” means the Note, the Copyright Security Agreement, the Patent Security Agreement, and the Trademark Security Agreement.

               “ Material Adverse Effect ” means an effect, event, development, change, occurrence or state of facts which (i) is materially adverse to the Business, Assets, properties, financial condition, or results of operations of Seller, or (ii) prevents or materially impedes, impairs or hinders the consummation by Seller of the transactions contemplated by this Agreement, in each case, other than any effect, event, development, change, occurrence or state of facts arising out of or resulting from (A) general changes or conditions in the U.S. economy or securities or financial markets, (B) changes or conditions affecting the industries in which Seller operates (but only to the extent that the impact of such changes or conditions on Seller is not materially disproportionate to the impact on other Persons conducting business in such industries), (C) changes in Law or GAAP (but only to the extent that the impact of such changes on Seller is not materially disproportionate to the impact on other Persons conducting business in the industries in which Seller conducts business), (D) the occurrence of any war, sabotage, armed hostilities or acts of terrorism or any escalation or material worsening of any such war, sabotage, armed hostilities or acts of terrorism existing or underway as of the date hereof (but only to the extent that the impact of such changes on Seller is not materially disproportionate to the impact on other Persons conducting business in the industries in which Seller conducts business), (E) any action taken by Purchaser or any of its Affiliates in bad faith or in contravention of the terms of this Agreement, or (F) the announcement of this Agreement, compliance with the terms of this Agreement, or the consummation of the transactions contemplated by this Agreement (except with respect to the loss of employees or customers arising therefrom).

               “ Non-Statutory Intellectual Property ” means un-patented inventions (whether or not patentable), trade secrets, know-how and proprietary information, including, but not limited to, (in whatever form or medium), discoveries, ideas, compositions, formulas, database, drawings, designs, plans, proposals, specifications, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data and plans, customer lists, supplier lists, pricing and cost information, and correspondence and notes, and any rights or licenses in the foregoing that may be granted without the payment of compensation or other consideration to any Person; provided , however , that the definition of “Non-Statutory Intellectual Property” shall not include “Statutory Intellectual Property.”

               “ Order ” means any order, directive, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

               “ Ordinary Course of Business ” means the ordinary and usual course of normal day to day operations of the Business, as conducted by Seller consistent with its past practice.

               “ Patents ” means all patents and patent applications, including, but not limited to, reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, and all inventions, patent or invention disclosures and improvements thereto described in the patents and patent applications.

               “ Permits ” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

               “ Permitted Exceptions ” means (i) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent; (ii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business; (iii) zoning, entitlement and other land use and environmental regulations by any Governmental Body which would not result in a Material Adverse Effect; or (iv) valid title of a lessor under a capital or operating lease. C

               “ Person ” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

               “ Products ” means any and all products developed, manufactured, marketed or sold by Seller in respect of the Business.

               “ Purchased Contracts ” means all Contracts of Seller related to the Business as of the Closing Date, including the Licensed Intellectual Property and the AVL Contracts, other than Excluded Contracts.

               “ Purchaser Designee ” means one or more entities that are, by written notice given from time to time by Purchaser to Seller, designated by Purchaser to be the transferee and/or lessee of any of the FCC Licenses.

               “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any hazardous substance or pollutant or contaminant).

               “ Retained Real Property ” means all real property and interests in real property owned in fee by Seller or leased by Seller, except for the Tower Site Leases.

               “ Software ” means, except to the extent generally available for purchase from a third party, all (i) computer programs, including all software implementations of algorithms, models and methodologies, whether in source code or object code; and (ii) databases and compilations, including all data and collections of data, whether machine readable or otherwise.

               “ Statutory Intellectual Property ” means all (i) United States of America and foreign Patents and applications for Patents of any kind, (ii) United States of America, state or

foreign Trademark registrations or applications for Trademarks of any kind, and (iii) United States and foreign Copyright registrations or applications for Copyrights of any kind.

               “ Subsidiary ” means any Person of which a majority of the outstanding share capital, voting securities or other voting equity interests are owned, directly or indirectly, by Seller.

               “ Tax ” or “ Taxes ” means (i) any and all federal, state, local, foreign or other taxes, charges, fees, imposts, levies or other assessments, including all net income, gross income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, whether computed on a separate, consolidated, unitary or combined basis; and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i). For purposes of this Agreement, Tax payments shall be deemed past due if not paid by the due date thereof, whether or not such Tax is being contested in good faith by appropriate proceedings.

               “ Tax Return ” means any return, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes Seller, any of the Subsidiaries, or any of their Affiliates.

               “ Taxing Authority ” means the IRS and any other Governmental Body responsible for the administration of any Tax.

               “ Trademarks ” means all (i) registered and un-registered trademarks, tradenames, service marks, domain names, slogans, geographical indications, trade dress, trademark designs, logos, corporate names, (ii) applications for registrations of any of the foregoing, (iii) renewals of any registrations, and (iv) all goodwill associated therewith.

               “ Transfer Documents ” means the Bill of Sale, the Assignment and Assumption Agreement and the Instrument of Assignment.

               “ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder.

          1.2 Terms Defined Elsewhere in this Agreement

Term		Section
Access Agreement			9.1	(w)
Accounts Receivable			2.1	(d)
Agreed Principles			3.2	(a)
Agreement			Preamble
Assignment and Assumption Agreement			9.1	(p)
Assignment Applications			7.5	(a)

Term		Section
Assumed Liabilities			2.3
Balance Sheets			5.4(a)
Balance Sheet Date			5.4(a)
Basket			10.5(a)
Bill of Sale			9.1(o)
Business Intellectual Property			5.9(a)
Business Software			5.9(a)
Calculation Notice			3.2(c)
Cap			10.5(a)
Cash Consideration			3.1
Clinton Sub-Lease Agreement			9.1(u)
Closing			4.1
Closing Balance Sheet			3.2(a)
Closing Date			4.1
Closing Net Current Assets			3.2(a)
Closing Outstanding Checks			3.3
Communications Act			5.3(b)
Confidential Information			7.7(b)
Confidentiality Agreement			7.7(a)
Contracts Security Agreement			9.1(m)
Copyright Assignment			9.1(q)
Copyright Security Agreement			9.1(j)
Demand			10.4(c)
Dispute			10.4(b)
Dispute Notice			10.4(b)
Employee Benefit Plan			5.22(a)
Excluded Assets			2.2
Excluded Contracts			2.2(a)
Excluded Liabilities			2.4
FCC			5.3(b)
FCC Consent			7.5(a)
FCC Licenses Closing			7.5(c)
FCC Licenses Closing Date			7.5(c)
Final Balance Sheet			3.2(d)
Foreign Ownership Application			7.5(a)
Harmful Code			5.9(f)
Independent Accountant			3.2(d)
Initial Calculation			3.2(b)
Instrument of Assignment			9.1(x)
Inventory			2.1(c)
Jackson Lease Assignment Agreement			9.1(v)
Jackson Sub-Lease Agreement			9.1(v)
Lender Consents			7.6
License Agreement			9.1(t)
Licensed Intellectual Property			5.9(a)

Term		Section
Loss or Losses			10.2
Material Contracts			5.7(a)
Material Customers			5.14(a)
Material Suppliers			5.14(b)
Net Current Assets			3.2(a)
Neutral Accounting Firm			2.7(a)
Non-Accepting Employees			8.1(a)
Non-Employee			8.1(a)
Nonassignable Assets			2.5(b)
Note			3.1
Pager Agreement			9.1(u)
Patent Assignment			9.1(s)
Patent Security Agreement			9.1(l)
Personal Property Leases			5.19
Pledge Agreement			9.1(n)
Post-Closing Covenants			10.1(b)
PP&E			2.1(f)
Pre-Closing Covenants			10.1(b)
Price Allocation			2.7(a)
Property Taxes			2.8(a)
Purchased Assets			2.1
Purchaser			Preamble
Purchaser Documents			6.2
Purchaser Indemnified Parties			10.2
Purchaser Plans			8.2(a)
Purchaser Savings Plan			8.2(c)
Qualified Plan			5.22(b)
Reimbursed Liabilities			3.3
Reimbursement Payment			3.3
Seller			Preamble
Seller Disclosure Schedule			Article V
Seller Documents			5.2
Seller Indemnified Parties			10.3
Shortfall Cash Amount			3.4
Shortfall Target			3.4
Short Term Lease			7.5(d)
Sister Company			7.5(a)
Sister Subsidiary			7.5(a)
Solicit			7.10(c)
Standard Procedure			8.1(d)
Subcontract for GSA Agreement			9.1(y)
Substantive Indication			7.5(a)
Survival Period			10.1(b)
Target Amount			3.2(a)
Termination Date			4.2(a)

Term		Section
Third Party Claim			10.4(a)
Tower Site Leases			5.18(a)
Trademark Assignment			9.1(r)
Trademark Security Agreement			9.1(k)
Transfer Applications			7.5(a)
Transfer Taxes			7.11
Transferred Employees			8.1(a)
Transferred Employees List			8.1(a)
Transition Services Agreement			9.1(z)

          1.3 Other Definitional and Interpretive Matters

               (a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

                Calculation of Time Period . When calculating the period of time before which, within which or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

                Dollars . Any reference in this Agreement to $ shall mean U.S. dollars.

                Exhibits/Schedules . The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

                Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

                Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” or “Schedule” are to the corresponding Section or Schedule of this Agreement unless otherwise specified.

                Herein . The words such as “ herein ,” “ hereinafter ,” “ hereof ,” and “ hereunder ” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

                Including . The words “ including ,” “ includes ” or any variation thereof shall be deemed to be followed by “ but is not limited to and without limitation ” and shall not be

construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

                Reflected On or Set Forth In . An item arising with respect to a specific representation or warranty shall be deemed to be “ reflected on ” or “ set forth in ” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

               (b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

          2.1 Purchase and Sale of Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser (or, with respect only to the FCC Licenses, the Sister Subsidiary or other Purchaser Designee) shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser or to the Sister Subsidiary or other Purchaser Designee all of the “ Purchased Assets ,” consisting of all of the assets, properties, rights, and interests wherever situated and of any kind or nature whatsoever owned by Seller as of the Closing Date and used directly or indirectly in the operation of the Business, other than the Excluded Assets. The Purchased Assets shall be transferred to Purchaser or, with respect only to the FCC Licenses, to the Sister Subsidiary or other Purchaser Designee by Seller free and clear of all Liens other than Permitted Exceptions. The “ Purchased Assets ” include each of the following assets:

               (a)  Final Balance Sheet . All property (including real and personal property, whether tangible or intangible, and claims, rights and choses in action), rights, and interests of the Business set forth or reflected on the Final Balance Sheet (except the Excluded Assets);

               (b)  Contracts . All rights of Seller under the Purchased Contracts and all claims or causes of action with respect to the Purchased Contracts;

               (c)  Inventory . All inventory used or intended to be used primarily in connection with the Business, including all raw materials, work in process and finished goods (the “ Inventory ”);

               (d)  Accounts Receivable . All accounts receivable and any evidence thereof relating to or arising out of the Business and operation thereof, and any payments received with respect thereto after the Closing Date (including cash or check payments in transit on the Closing

Date) (collectively, “ Accounts Receivable ”). Schedule 2.1(d) sets forth an itemized list of the Accounts Receivable as of March 26, 2008, and shall be updated as of the day immediately preceding the Closing Date, identifying such Accounts Receivable by obligor’s name, aging and amount;

               (e)  Prepaid Expenses and Deposits . All deposits (including customer deposits and security deposits for rent, electricity, telephone or otherwise) and prepaid charges and expenses, including any prepaid rent, of Seller related to any of the Purchased Assets other than prepaid charges, expenses and rent under Personal Property Leases that is attributable to any period beginning prior to and ending on or before the Closing Date;

               (f)  Property, Plant, and Equipment . All equipment, assets in construction, office furniture and fixtures, computer equipment, office equipment, other furnishings, trucks, automobiles and other vehicles, supplies, and other tangible personal property of every kind and description, including tooling, wherever located (collectively, “ PP&E ”), used primarily in the Business and including all PP&E located in Jackson, Mississippi as of the date hereof, other than such PP&E which is an Excluded Asset;

               (g)  Leased Tangible Property . All of the leased tangible personal property, including those set forth in Schedule 2.1(g) , which includes all prepayments, security deposits and options to renew or purchase in connection therewith;

               (h)  Business Records . All Documents used in the Business, including Documents in Seller’s possession relating to products, services, marketing, advertising, promotional materials, Business Intellectual Property, and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, whether or not physically located on any of the premises currently used by the Business, but excluding such files as may be required under applicable Law regarding privacy;

               (i)  FCC Licenses . All FCC Licenses, to the extent transferable to Purchaser or the Sister Subsidiary or other Purchaser Designee or to the extent otherwise dealt with in this Agreement;

               (j)  Other Permits . All other Permits used by Seller in the Business to the extent transferable to Purchaser or a Purchaser Designee;

               (k)  Non-Disclosure, Confidentiality, Non-Compete, and Similar Agreements . All rights of Seller under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with Employees or with third parties to the extent primarily relating to the Business or the Purchased Assets, including those agreements set forth on Schedule 2.1(k) , except to the extent that such transfer of rights would violate the express terms of such agreements;

               (l)  Warranties and Guarantees . All of Seller’s interest in rights under or pursuant to all warranties, representations and guarantees, if any, made by vendors, suppliers, manufacturers and contractors relating to the Business or affecting the Purchased Assets;

               (m)  Intellectual Property . All Business Intellectual Property other than (i) such Business Intellectual Property that is Licensed Intellectual Property and (ii) those items of Business Intellectual Property set forth on Schedule 2.2(l) ;

               (n)  Software . All Business Software other than such Business Software that is Licensed Intellectual Property;

               (o)  Third Party Insurance Proceeds . All third-party property and casualty insurance proceeds, and all rights to third-party property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business;

               (p)  Forms . All stationery, forms, labels, shipping material, art work, and photographs, in each case, except to the extent incorporating any Excluded Marks;

               (q)  Claims . All of Seller’s causes of action, claims, credits, demands or rights of set-off against third parties, to the extent related to the Business, except to the extent related to any Excluded Asset;

               (r)  Funded Compensation Rights . All rights (including experience ratings, to the extent transferable to Purchaser) with respect to unemployment and workers’ compensation, in each case, relating to Transferred Employees;

               (s)  Communications . All rights to the telephone and facsimile numbers used in the Business, as well as all rights to receive mail and other communications addressed to Seller and relating to the Business (including mail and communications from customers, suppliers, distributors, agents and others and payments with respect to the Purchased Assets);

               (t)  Lockboxes . All rights to the lockbox accounts used primarily in the Business as set forth in Schedule 2.1(t) ;

               (u)  Goodwill . All goodwill of the Business; and

               (v)  Other Assets . Any asset of Seller of a type not described by the foregoing clauses of this Section 2.1 that are necessary for the operation of the Business in a manner consistent with past practice of Seller since February 1, 2007.

          2.2 Excluded Assets . Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and Seller shall retain all right, title and interest to, in and under the Excluded Assets. “ Excluded Assets ” shall mean each of the following assets:

               (a)  Excluded Contracts . All rights of Seller under the Contracts set forth on Schedule 2.2(a) , including all claims or causes of action with respect thereto (the “ Excluded Contracts ”).

               (b)  Cash and Cash Equivalents . All cash, cash equivalents, bank deposits or similar cash items of Seller, except to the extent otherwise provided in Section 3.4 ;

               (c)  Stock Certificates; Subsidiaries . All shares of capital stock of, or other ownership interests in the Subsidiaries, and all assets owned, leased or held by the Subsidiaries except for any assets used primarily in the Business;

               (d)  Real Property . All Retained Real Property;

               (e)  Corporate Books . All minute books, organizational documents, stock registers and such other books and records of Seller or any Subsidiary as pertain to ownership, organization or existence of Seller and each Subsidiary;

               (f)  Additional Books and Records . Any (i) books and records that Seller and the Subsidiaries are required by Law to retain or that Seller determines are necessary or advisable to retain; provided , however , that Purchaser shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Purchased Assets; and (ii) documents relating to proposals to acquire the Business by Persons other than Purchaser;

               (g)  Tax Refunds . All interests in or rights to any refund of Taxes, Tax credits or Tax loss carryforwards relating to the operation of the Business, the Purchased Assets or the Assumed Liabilities, or applicable to, any period, or any portion of any period, ending on or before the Closing Date;

               (h)  Tax Records . All Tax returns of Seller and the Subsidiaries and the Business and all records (including working papers) related thereto;

               (i)  Claims Related to Excluded Assets . All of Seller’s causes of action, claims, counterclaims, credits, demands or rights of set-off against third parties to the extent related to any Excluded Asset;

               (j)  Seller’s Rights Under This Agreement . All rights that accrue to Seller under this Agreement and the Seller Documents;

               (k)  Employee Benefit Plans . All Employee Benefit Plans and any assets relating to such plans;

               (l)  Intellectual Property . Those items of Business Intellectual Property set forth on Schedule 2.2(l) ; and

               (m)  Other Assets . Such other assets as are set forth on Schedule 2.2(m) .

          2.3 Assumption of Liabilities

               On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform, pay and discharge in accordance with their respective terms, only the Liabilities of Seller set forth below in this Section 2.3 , other than the Excluded Liabilities (collectively, the “ Assumed Liabilities ”), consisting only of the following Liabilities:

               (a) Liabilities of Seller for performance under the Purchased Contracts after the Closing Date, except for any performance that was required prior to the Closing pursuant to the terms of the Purchased Contracts;

               (b) all accounts payable existing on the Closing Date and incurred in the Ordinary Course of the Business (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); and Seller shall, no less than five Business Days prior to the Closing Date, deliver to Purchaser Seller’s good faith list of same as anticipated to exist on the Closing Date; provided , however , that such accounts payable shall be Assumed Liabilities only to the extent the amount thereof is shown in the Closing Net Current Assets and is expressly taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.2 ;

               (c) all Taxes to be paid by Purchaser pursuant to Section 7.11 ;

               (d) all accrued vacation, sick pay or personal day payment obligations of Seller as of the Closing Date with respect to Transferred Employees; provided , however , that such obligations shall be Assumed Liabilities only to the extent the amount thereof is shown in the Closing Net Current Assets and is expressly taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.2 ;

               (e) Liabilities for warranty claims, if any, first made after the first anniversary of the Closing Date for the return by any customer of Seller of products sold or distributed by Seller on or prior to the Closing Date; provided , however , that in no event shall the Assumed Liabilities include any Liabilities for warranty claims based upon, attributable to or resulting from (i) anything other than Seller’s usual and customary express written warranty, or (ii) any implied warranty arising due to statements or conduct of Seller or Seller’s employees or agents; and

               (f) all other Liabilities of the Business (other than Taxes) shown on the Final Balance Sheet; provided , however , that such Liabilities shall be Assumed Liabilities only to the extent the amount thereof is shown in the Closing Net Current Assets and is expressly taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 3.2 .

          2.4 Excluded Liabilities . Purchaser will not assume, or be liable for, any liabilities which are not Assumed Liabilities. All such liabilities which are not Assumed Liabilities shall be referred to as “ Excluded Liabilities ,” all of which Seller shall retain and remain liable for (whether such Excluded Liabilities are known or unknown, absolute, contingent, liquidated or unliquidated, due or to become due, and whether claims with respect thereto are asserted before or after the Closing). Notwithstanding anything to the contrary contained in Section 2.3 and without any implied increase in any of the Assumed Liabilities, Excluded Liabilities shall include each of the following Liabilities:

               (a) any and all Liabilities of and/or on behalf of Seller for costs and expenses incurred in connection with this Agreement or the negotiation and consummation of the transactions contemplated by this Agreement;

               (b) any and all Liabilities under Contracts with any officer, director or Affiliate of Seller who is a Non-Accepting Employee;

               (c) any and all employee-related Liabilities of Seller accrued or arising out of actions, omissions or events occurring prior to or on the Closing Date, including (i) accrued salaries and wages, (ii) accrued payroll Taxes, (iii) withholdings, (iv) charges of unfair labor practices, and (v) discrimination complaints, but not including accrued vacation and sick pay to the extent assumed under Section 2.3 ;

               (d) any and all Liabilities of Seller for the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA with respect to Non-Accepting Employees;

               (e) any and all Liabilities owed to, or claims of, Seller’s creditors, whether arising on, prior to or after the Closing Date, which may be asserted against Purchaser or any of the Purchased Assets pursuant to any applicable bulk sales, bulk transfer or similar laws and which do not otherwise constitute Assumed Liabilities;

               (f) any and all Liabilities under any intercompany loans, accounts or Contracts between the Business, on the one hand, and Seller or any of its Affiliates, on the other hand;

               (g) any and all Liabilities relating to litigation (i) involving the Business, the Purchased Assets or Seller and existing as of the Closing Date, or (ii) to the extent arising out of or resulting from the Excluded Assets or Excluded Liabilities or from events, facts or circumstances occurring or existing on or prior to the Closing Date;

               (h) any and all Liabilities of Seller arising by reason of any violation of any Law or any requirement of any Governmental Body, including all Liabilities arising from, related to or in connection with FCC enforcement actions, in each case, to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date;

               (i) any and all Liabilities relating to or arising out of Excluded Assets, including Excluded Contracts;

               (j) any and all Taxes arising from or with respect to the Purchased Assets or the operation of the Business that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date, and income and similar Taxes, of a type not described in Section 7.11 , that are imposed as a result of the sale of the Purchased Assets pursuant to this Agreement (except, in any case, as otherwise provided in this Agreement);

               (k) any Liabilities of Seller for Indebtedness;

               (l) all sales and use taxes, other than pursuant to Section 7.11 , if any;

               (m) any and all Liabilities of Seller under any Contract, other than the Purchased Contracts,

               (n) any and all Liabilities of Seller under any Contract or Permit arising out of a breach or alleged breach thereof by Seller on or prior to the Closing Date;

               (o) any and all Liabilities of Seller arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Body on or prior to the Closing Date;

               (p) any and all Liabilities relating to or arising out of claims or causes of action with respect to any Purchased Contract except those Liabilities assumed under Section 2.3(a);

               (q) any and all Liabilities (A) arising during the one year period commencing on the Closing Date, including Liabilities for claims made but not paid or resolved prior to the first anniversary of the Closing Date, for the return by any customer of Seller of products sold or distributed by Seller on or prior to the Closing Date, or (B) for warranty claims based upon, attributable to or resulting from (i) anything other than Seller’s usual and customary express written warranty, or (ii) any implied warranty arising due to statements or conduct of Seller or Seller’s employees or agents; except, in each case under (A) or (B) of this subparagraph, to the extent that Purchaser elects to satisfy such Liabilities using standards consistent with Seller’s past practice relating to the Business regarding warranty claims, in which event Seller shall promptly reimburse Purchaser for the costs incurred by Purchaser;

               (r) any and all Liabilities of Seller arising out of the injury to or death of any person or animal or damage to or destruction of any tangible property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts or components thereof) sold, distributed or otherwise disposed of or services performed by or on behalf of Seller, in each case, on or prior to the Closing Date;

               (s) any and all Liabilities of Seller for severance pay or the like with respect to any Employee; and

               (t) any and all Liabilities of Seller for salaries, commissions, bonuses, deferred compensation or like payments (other than accrued but unused vacation, sick days, or personal days with respect to Transferred Employees to the extent assumed under Section 2.3 ) to any Employee for the period prior to the Closing.

               Notwithstanding any provisions in this Agreement to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or its Subsidiaries (or any predecessor owner of all or part of the Business) of whatever nature. All such other Liabilities shall be retained by and remain Liabilities and obligations of Seller.

          2.5 Further Conveyances and Assumptions; Consent of Third Parties .

               (a) From time to time after the Closing, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all

of the rights, titles and interests intended to be conveyed to Purchaser under this Agreement and the Transfer Documents and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Transfer Documents, and to otherwise make effective as promptly as practicable the transactions contemplated hereby and thereby.

               (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Body or is cancelable by a third party in the event of an assignment (“ Nonassignable Assets ”) unless and until such consent shall have been obtained; provided , however , that Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days after the Closing Date in endeavoring to obtain such consents promptly; and provided further that Seller shall not be obligated to pay any consideration therefor to any third party from whom consent is requested unless expressly required by the terms of any Contract (excluding Tower Site Leases); and that Seller shall promptly notify Purchaser of any request for payment of any such consideration. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities.

          2.6 Bulk Sales Laws . Purchaser hereby waives compliance by Seller with the requirements and provisions of any “ bulk-transfer ” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Purchaser; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any “ bulk-transfer ” Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

          2.7 Purchase Price Allocation .

               (a) For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as consideration for the Purchased Assets) shall be allocated in the manner set forth in this Section 2.7 (the “ Price Allocation ”). Purchaser shall prepare a proposed allocation in a manner consistent with Section 1060 of the Code and the regulations promulgated thereunder and shall deliver such proposal to Seller for its review and approval not later than forty five (45) Business Days after the Closing Date. Seller shall have thirty (30) Business Days after receipt of the proposed allocation to accept the proposed allocation, which acceptance shall not be unreasonably withheld or delayed. If Seller fails to object in writing to Purchaser prior to the end of such 30-day period, Seller shall be deemed to have accepted the proposed allocation. If Seller does delivery written notice of its objection (which shall be accompanied by Seller’s proposed modifications to the allocation) prior to the end of such 30-day period, and Purchaser and Seller cannot agree on the allocation within twenty (20) Business Days of such objection and proposed modifications, such dispute shall be settled, within thirty (30) Business Days of its submission to an accounting firm mutually acceptable to Seller and Purchaser (“ Neutral Accounting Firm ”), by the Neutral Accounting Firm, after which time the allocation determined

by the Neutral Accounting Firm shall become the final Price Allocation. Purchaser and Seller shall submit the dispute to the Neutral Accounting Firm within twenty (20) Business Days of receipt by Purchaser of the modifications to which it objects. After determination of the final Price Allocation, (i) each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any timely filing required by applicable state or local Law, (ii) such Price Allocation shall be binding on Purchaser and Seller for all Tax reporting purposes, (iii) none of Purchaser or Seller or any of their respective Affiliates shall take any position inconsistent with such Price Allocation in connection with any Tax proceeding, except to the extent required by applicable Law, and (iv) if any Taxing Authority disputes such Price Allocation, the party receiving notice of the dispute shall promptly notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of such Price Allocation.

               (b) The Neutral Accounting Firm shall address only those issues in dispute, and may not assign a value to any item that is (i) greater than the greatest value for such item claimed by either Seller or Purchaser or (ii) lower than the lowest value claimed by either Seller or Purchaser. The Neutral Accounting Firm’s determination shall be based only upon written submissions by Purchaser and Seller, and not upon an independent review by the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm that its decision shall be rendered within thirty (30) Business Days of the referral of such matter thereto, and the decision of the Neutral Accounting Firm shall be final and binding on all of the parties for the purposes of this Agreement, and such decision shall set forth in writing any necessary revisions to the Price Allocation based on such determination. The fees and expenses of the Neutral Accounting Firm shall be borne equally by Seller and Purchaser.

               (c) Any indemnification payment treated as an adjustment to the Total Consideration paid for the Purchased Assets under Article III shall be reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Purchased Assets in accordance with the Price Allocation method provided in this Section 2.7 .

          2.8 Allocation of Taxes and Expenses .

               (a) All state, county and local ad valorem Taxes on Purchased Assets (“ Property Taxes ”) shall be prorated between Purchaser and Seller as of the Closing Date, computed by multiplying the amount of Property Taxes for the fiscal year for which the same are levied by a fraction, the numerator of which is the number of days in such fiscal year up to and including the Closing Date, and the denominator of which is the number of days in such fiscal year. In connection with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are available, and re-prorated when actual Property Tax figures become available. All utility charges, gas charges, electric charges, water charges, water rents and sewer rents, if any, relating to the Purchased Assets shall be apportioned between Purchaser and Seller as of the Closing Date, computed on the basis of the most recent meter charges or, in the case of annual charges, on the basis of the established fiscal year.

               (b) After the Closing Date, Seller shall advise Purchaser, and Purchaser shall advise Seller, of any such prorations, and the Purchase Price shall be increased or decreased, as applicable. In the event the third party tax preparer used by Purchaser or Seller for Property Tax matters shall receive bills after the Closing Date for expenses incurred before the Closing Date that were not previously prorated in accordance with this Section 2.8 , then such third party tax preparer shall promptly notify Purchaser and Seller as to the amount of the expense subject to proration and Purchaser and Seller shall cause the third party tax preparer to pay the entire expense (in which case, each of Purchaser and Seller shall reimburse the third party tax preparer for its portion of such expenses). No amounts due under this Section 2.8 by Purchaser or Seller shall be in any way offset or withheld in respect of any claim for indemnification or otherwise under this Agreement.

ARTICLE III

CONSIDERATION

          3.1 Consideration .

               Subject to the terms and conditions of this Agreement, in consideration of the aforesaid sale, conveyance, assignment, transfer and delivery to Purchaser and/or a Purchaser Designee of the Business and the Purchased Assets, at the Closing, (i) Purchaser shall and/or shall cause a Purchaser Designee to deliver to an account designated by Seller an amount equal to Three Million Dollars ($3,000,000.00) (the “ Cash Consideration ”), (ii) Purchaser shall deliver to Seller a Note in the form of Exhibit A-1 (the “ Note ”) in the principal amount of Five Million Dollars ($5,000,000.00) and (iii) Purchaser shall assume the Assumed Liabilities.

          3.2 Purchase Price Adjustment .

               (a) For the purposes of this Agreement, the amount of negative $1,596,886 is referred to as the “ Target Amount ”. For purposes of this Agreement, the “ Closing Balance Sheet ” means the consolidated assets and liabilities of the Business as of the Closing Date, in each case solely comprised of Purchased Assets, Assumed Liabilities and Reimbursed Liabilities, and determined in accordance with the accounting principles set forth on Schedule 3.2(a)(i ) (the “ Agreed Principles ”). For the avoidance of doubt, to the extent that the Agreed Principles conflict with GAAP, the Agreed Principles shall be used to prepare the Closing Balance Sheet. For purposes of this Agreement, “ Closing Net Current Assets ” means the amount calculated with reference to the Closing Balance Sheet and in the manner set forth on Schedule 3.2(a)(ii) .

               (b)  Initial Calculation . As soon as practical (and in no event later than forty-five (45) days after the Closing Date), Purchaser shall prepare and deliver to Seller a balance sheet of the Business as of the Closing Date, setting forth the Closing Balance Sheet and Purchaser’s calculation of the Closing Net Current Assets, determined in accordance with Section 3.2(a) (together, the “ Initial Calculation ”), including such schedules and data with respect to the determination of the Closing Net Current Assets as may be appropriate to support such Initial Calculation.

               (c)  Calculation Notice . Within fifteen (15) days after delivery to Seller of the Initial Calculation by Purchaser, Seller may deliver to Purchaser a written notice (the “ Calculation Notice ”) either (i) advising Purchaser that Seller agrees with and accepts the Initial Calculation or (ii) setting forth a detailed explanation of those items in the Initial Calculation that Seller disputes and, to the extent possible, a statement, with reasonable detail as to the disputed matters, of what Seller believes is the correct calculation of the Closing Net Current Assets. If Seller does not submit a Calculation Notice within such 15 day period, then the Initial Calculation shall become final and shall not be subject to further review, challenge or adjustment, absent fraud. If Seller submits a Calculation Notice with such 15 day period, and (x) Purchaser shall concur with the Calculation Notice, or (y) Purchaser does not object to the Calculation Notice in a writing delivered to Seller within fifteen (15) days after Purchaser’s receipt of the Calculation Notice, then the calculation of the Closing Net Current Assets set forth in the Calculation Notice shall become final and shall not be subject to further review, challenge or adjustment, absent fraud.

               (d) If Purchaser objects to any of the revisions set forth in the Calculation Notice, Purchaser and Seller will attempt to resolve such matters in good faith. In the event that Seller and Purchaser are unable to resolve any disputes regarding the Closing Net Current Assets within ten (10) days after the date Purchaser objects to the Calculation Notice, then Seller and Purchaser shall promptly thereafter cause an independent accounting firm as they shall mutually select (the “ Independent Accountant ”) to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Net Current Assets (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). Each party agrees to execute, if requested by the Independent Accountant, an engagement letter containing terms that are reasonably requested by the Independent Accountant. Purchaser and Seller shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Initial Calculation as to which Seller has disagreed in its Calculation Notice and shall not review any but the disputed items and shall not determine an amount for any disputed item that is outside the range that is in dispute for that item. The Independent Accountant shall deliver to Purchaser and Seller, as promptly as practicable (but in any case no later than forty-five (45) days after the date of engagement of the Independent Accountant), a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Seller, shall be deemed a final arbitration award that is binding on Purchaser and Seller, and neither Purchaser nor Seller shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. Each of Purchaser and Seller shall pay one-half of the cost of the Independent Accountant’s review and report. The balance sheet of the Business setting forth the Closing Net Current Assets and as determined in accordance with the Agreed Principles, as finally determined pursuant to the procedures set forth above, is herein referred to as the “ Final Balance Sheet .”

               (e) Purchaser and Seller shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Initial Calculation and the calculation of Closing Net Current Assets and in the conduct of the review referred to in this Section 3.2 , including the making available to the extent necessary of books, records, work papers and personnel.

               (f) If the Closing Net Current Assets, as finally determined, is greater than the Target Amount then Purchaser shall pay to Seller the amount of such difference. If the Closing Net Assets, as finally determined, is less than the Target Amount then Seller shall pay to Purchaser the amount of such shortfall. Notwithstanding the foregoing, no payments shall be made pursuant to this Section 3.2(f) to the extent that the difference between the Closing Net Current Assets, as finally determined and the Target Amount is equal to or less than $5,000.

               (g) Any payment pursuant to Section 3.2(f) shall be made at a mutually convenient time and place within five (5) Business Days after the Closing Net Current Assets have been finally determined by wire transfer by Purchaser or Seller, as the case may be, of immediately available funds to the account of such other party as may be designated in writing by such other party. The amount of any payment to be made pursuant to this Section 3.2 shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the “prime rate” as published in the “money rates” (or similar) section of The Wall Street Journal on the date of payment calculated on the basis of the number of days elapsed from the Closing Date to the date of payment.

          3.3 Reimbursed Liabilities .

               Purchaser has agreed to reimburse Seller for certain liabilities of the Business set forth on Schedule 3.3 (the “ Reimbursed Liabilities ”). Within three (3) Business Days after the Closing Date, Seller will prepare and deliver, or cause to be prepared and delivered, to the Purchaser a statement of the Reimbursed Liabilities. Such statement shall describe in reasonable detail the amount and basis for calculation of the Reimbursed Liabilities, and Seller shall promptly make available to Purchaser and its representatives all information, records, data and working papers as may be reasonably requested by Purchaser to confirm the nature and amount of the Reimbursed Liabilities. Subject to the immediately following sentence, Purchaser agrees to pay to the Seller in cash the total of the Reimbursed Liabilities within ten (10) Business Days of the Closing Date or seven (7) Business Days after receipt by Purchaser of such statement of the Reimbursed Liabilities, whichever is later (the “ Reimbursement Payment ”). Should Purchaser dispute any amount of the Reimbursed Liabilities presented by Seller then such amount shall be deducted from the Reimbursement Payment pending resolution of such dispute. Purchaser shall describe in reasonable detail the nature of the disputed items of Reimbursed Liabilities and the basis for any such dispute. Seller and Purchaser will negotiate in good faith to resolve such dispute and shall cooperate with and make available to the other party and its representatives all information, records, data and working papers as may be reasonably required in connection with the resolution of any disputes with respect thereto. If Seller and Purchaser, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the Purchaser first disputes Seller’s statement of Reimbursed Liabilities, then the process for resolving the dispute shall be resolved in accordance with the provisions as set out in Section 3.2(d) .

          3.4 Closing Date Shortfall Cash. If the Closing Net Current Assets as estimated by Seller in good faith as of the Closing, is less than negative $2,596,886 (the “ Shortfall Target ”) then the amount of cash equal to the difference between the Closing Net Current Assets as estimated by Seller in good faith as of the Closing and the Shortfall Target (the “ Shortfall Cash Amount ”) shall be included as a Purchased Asset and shall be transferred by Seller to Purchaser at the Closing. Notwithstanding anything contained in this Agreement to the contrary, if the Closing Net Current Assets (after taking into account the Shortfall Cash Amount paid at the Closing) are less than the Shortfall Target, then Purchaser shall have the right to rescind the transactions contemplated by this Agreement, such right of rescission to be exercised by written notice given to Seller within thirty (30) days after the final determination of the Closing Net Current Assets.

ARTICLE IV

CLOSING AND TERMINATION

          4.1 Closing Date . The consummation of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II (the “ Closing ”) shall take place at 7 Times Square, New York, NY, 10036 (or at such other place as the parties may designate in writing) at 10:00 a.m. (New York City time) on the last Business Day of the month in which all of the conditions set forth in Article IX have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time); provided , however , that if all such conditions have been satisfied or waived prior to the 15th day of the month, the Closing shall take place on the fifth Business Day after all such conditions have been waived or satisfied, unless another time, date or place is agreed to in writing by the parties hereto (the “ Closing Date ”); provided further that the closing of the sale of the FCC Licenses may be deferred to a later date pursuant to Section 7.5 .

          4.2 Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

               (a) At the election of Seller or Purchaser on or after the date that is seventy-five (75) days after the date hereof (such date, the “ Termination Date ”), if the Closing shall not have occurred by the close of business on such date; provided , however , that, if the condition set forth in Section 9.1(e) and/or 9.1(f) is/are the only condition(s) remaining to be satisfied on such date (other than those conditions that are only capable of being satisfied on the Closing), then Seller or Purchaser may extend the Termination Date by thirty (30) additional days; and provided further that the right to terminate this Agreement under this Section 4.2(a) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;

               (b) by mutual written consent of Seller and Purchaser;

               (c) by Purchaser, provided that it is not then in material breach of any of its obligations under this Agreement, if Seller (i) fails in any material respect to perform any of its covenants in this Agreement when performance thereof is due or (ii) has breached in any

material respect any of the representations or warranties contained in Article V , and does not cure such failure or breach within fifteen (15) Business Days after Purchaser delivers written notice thereof; provided , however , that Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 4.2(c) if, prior to the expiration of such fifteen (15) Business Day period, Seller delivers a certificate signed by an officer of Seller certifying that (A) Seller reasonably believes that such breach or failure is capable of being cured prior to the Termination Date and (B) Seller shall use its reasonable best efforts to cause such breach or failure to be cured prior to the Termination Date;

               (d) by Seller, provided that it is not then in material breach of any of its obligations under this Agreement, if Purchaser (i) fails in any material respect to perform any of its covenants in this Agreement when performance thereof is due or (ii) has breached in any material respect any of the representations or warranties contained in Article VI , and does not cure such failure or breach within fifteen (15) Business Days after Seller delivers written notice thereof; provided , however , that Seller shall not be entitled to terminate this Agreement pursuant to this Section 4.2(d) if, prior to the expiration of such fifteen (15) Business Day period, Purchaser delivers a certificate signed by an officer of Seller certifying that (A) Purchaser reasonably believes that such breach or failure is capable of being cured prior to the Termination Date and (B) Purchaser shall use its reasonable best efforts to cause such breach or failure to be cured prior to the Termination Date;

               (e) by Seller or Purchaser if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the parties hereto shall promptly appeal any adverse determination which is appealable (and pursue such appeal with reasonable diligence); or

               (f) by Purchaser if a negative Substantive Indication has been received by Purchaser within sixty (60) days after the date hereof; provided , however , that a request by the FCC for additional information relating to the Transfer Applications, Assignment Applications or Foreign Ownership Applications shall not be deemed to be a negative Substantive Indication; and provided , further , that Purchaser shall have only until seventy-five (75) days after the date hereof to terminate under this subparagraph (f).

          4.3 Procedure Upon Termination . (a) In the event of termination and abandonment by Purchaser or Seller, or both, pursuant to Section 4.2 , written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Assets hereunder shall be abandoned, without further action by Purchaser or Seller.

               (b) Notwithstanding the provisions of Section 4.3(a) , if this Agreement is being terminated by Purchaser solely in accordance with Section 4.2(f) , (i) Purchaser shall promptly provide Seller with copies of all written communications from the FCC relating to the Transfer Applications, Assignment Applications or Foreign Ownership Applications and the negative Substantive Indication relating thereto; (ii) Purchaser shall consent to Seller and its counsel participating in telephonic conversations with the FCC relating to the negative Substantive Indication; and (iii) the termination of this Agreement by Purchaser solely in

accordance with Section 4.2(f) shall take effect fifteen (15) days after Seller’s receipt of Purchaser’s termination notice if the FCC shall have not withdrawn its negative Substantive Indication in writing within such fifteen (15) day period. If the FCC withdraws its negative Substantive Indication in writing during such fifteen (15) day period, such termination notice shall be of no further force and effect and this Agreement shall not be terminated. This Section 4.3(b) shall not modify or delay the rights of Purchaser or Seller to terminate this Agreement for any of the reasons specified in Section 4.2 other than Section 4.2(f) .

          4.4 Effect of Termination .

               (a) In the event that this Agreement is validly terminated in accordance with Sections 4.2 and 4.3 , then each of the parties shall be relieved of its respective duties and obligations arising under this Agreement from and after the date of such termination and such termination shall be without liability to Purchaser or Seller; provided , however , that no such termination shall relieve any party hereto from liability for any breach of this Agreement or other Liability arising prior to termination hereof and; provided, further, that the obligations of the parties set forth in this Section 4.4 and Article XI shall survive any such termination and shall be enforceable hereunder.

               (b) The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this Section 4.4 shall relieve Purchaser or Seller of its respective obligations under the Confidentiality Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

     Matters disclosed by Seller in the Seller Disclosure Schedule dated and delivered to Purchaser on even date herewith (the “ Seller Disclosure Schedule ”) in reference to any particular Section will be deemed to be disclosed for all purposes of Article V to the extent that the disclosure of such matters in such other section of the Seller Disclosure Schedule, upon review of the entire Seller Disclosure Schedule, is reasonably apparent. Seller shall make reasonable efforts to cross reference all disclosures to the representation and warranty being qualified thereby. Except as specifically disclosed, or