EXHIBIT 10.1, ASSET PURCHASE AGREEMENT

Exhibit 10.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of February 13, 2007 (the “Effective Date”), by and between FleetTalk Partners, Ltd., whose primary address is 710 Country Club Road, Crystal Lake, IL 60014-5609 (“Buyer”), and Champion Communication Services, Inc., whose primary address is 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380 (“Seller”) (each is referred to in this Agreement as a “Party” and collectively the “Parties”).

RECITALS

Seller holds the licenses (“Licenses”) listed on Schedule A attached hereto that have been granted by the Federal Communications Commission (“FCC”) to operate certain Private Mobile Radio Service (“PMRS”) station(s) listed on Schedule A (“Stations”), and is the owner and operator of such Stations;

Seller desires to assign the License(s) to Buyer upon grant of all requisite FCC consents and Buyer desires to be assigned the License(s), and Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all Seller’s right, title and interest in and to the Licenses and the assets listed on Schedule A (“Schedule A Assets”) (the Licenses and Schedule A Assets, collectively, the “Purchased Assets”); and

Seller and Buyer desire to enter into this Agreement to cause the purchase and sale of the Purchased Assets free and clear of all liens and encumbrances, and to cause the assignment of the License(s), pursuant to the terms set forth herein.

Now, therefore, in consideration of the covenants and agreements contained herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (as defined below), intending to be legally bound hereby, agree as follows:

ARTICLE I

DEFINITIONS

The following capitalized terms, as used in this Agreement, shall have the meanings set forth in this Article:

“ Act ” means the Communications Act of 1934, as amended, 47 U.S.C. §§ 151 et seq. (2004).

“ Agreement ” means this Asset Purchase Agreement, together with its schedules, exhibits, annexes, appendices, and other documents referred to hereunder, as the same may be amended or modified in accordance with the terms hereof.

“ Assignment Application ” means the FCC Form 603, or other appropriate applications or documentation, to be completed by the Parties requesting FCC consent to the assignment of the License(s) from Seller to Buyer or its designee.

“ Bankruptcy ” means with respect to any Party: (i) the making by the Party of a general assignment for the benefit of creditors or an admission in writing of the Party’s inability to pay its debts when due; (ii) the commencement by or against the Party of any liquidation, dissolution, bankruptcy, reorganization, insolvency, or other proceeding for the relief of financially distressed debtors, or the appointment for the Party, or for a substantial part of the Party’s assets, of a receiver, liquidator, custodian, or trustee, and if any of the events referred to in this item (ii) occur involuntarily, the failure of the same to be dismissed, stayed, or discharged within ninety (90) days; or (iii) the entry of an order for relief against the Party under Chapter 11 of the United States Bankruptcy Code.

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“ Closing ” means the consummation of the transaction contemplated in this Agreement in accordance with its provisions.

“ Closing Date ” means the date on which the Closing occurs.

“ FCC Consent ” means the action taken by the FCC granting its consent to the assignment of the Licenses contemplated by this Agreement.

“ Final Order ” means that forty (40) days shall have elapsed from the effective date of the FCC Consent without the filing of any adverse request, petition or appeal by any third party or by the FCC on its own motion with respect to the FCC Consent, or any resubmission of any Assignment Application, or, if challenged, the FCC Consent shall have been reaffirmed or upheld and the applicable period for seeking further administrative or judicial review shall have expired without the filing of any action, petition, or request for further review.

“ Indemnified Buyer Group ” means Buyer and its officers, directors, employees, agents, shareholders and affiliates.

“ Indemnified Seller Group ” means Seller and its officers, directors, employees, agents, shareholders and affiliates.

“ Interim Closing ” means the effective date of this Agreement, the Spectrum Lease Agreement, and the Management Agreement.

“ Liens ” means all liens, liabilities, claims, mortgages, obligations, restrictions, or other encumbrances of any kind or nature, whether absolute, legal, equitable, accrued, contingent or otherwise, including, without limitation, any rights of first refusal.

“ Management Agreement ” shall have the meaning set forth in Section 2.09.

“ Party ” or “ Parties ” mean the parties to this Agreement or their successors and permitted assigns.

“ Partial Closings ” means any Closing at which less than all the Purchased Assets are conveyed, less than all the License(s) are assigned, or less than the full Closing Payment is tendered.

“ Person ” means an individual, corporation, association, partnership, joint venture, trust, estate, or other entity or organization, other than either Party.

“ Purchase Price ” means the aggregate price paid for the Purchased Assets set forth in Section 2.06.

“ Purchased Assets ” means the Licenses and the Schedule A Assets (including the stations, equipment and Station Contracts).

“ Rules ” means the relevant rules and regulations of the FCC.

“ Spectrum Lease Agreement ” shall have the meaning set forth in Section 2.08.

“ Station(s) ” mean the facilities licensed under the call sign(s) listed on Schedule A .

“ Station Contracts ” means the site leases, management contracts, and other contractual obligations listed on Schedule A .

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ARTICLE II

PURCHASE AND SALE OF ASSETS; ASSIGNMENT OF LICENSES

2.02          Interim Closing . The Parties agree that no later than February 28, 2007, they shall have executed the Spectrum Lease Agreement and the Management Agreement, and Seller shall have provided to Buyer all equipment and other information required under the Spectrum Lease Agreement and the Management Agreement (the “Interim Closing”). The date of such Interim Closing shall be referred to herein as the “Interim Closing Date.”

2.03          Partial Closing(s) . If the FCC grants its consent to the assignment of some but not all of the License(s), Seller may request and Buyer may not unreasonably refuse a Partial Closing. The date of the Partial Closing shall be referred to herein as the “Partial Closing Date.” On the Partial Closing Date, Buyer will direct that the Escrowed Funds related to the Purchased Assets, transferred in the Partial Closing, less Eight Thousand Dollars ($8,000.00) for each License in the Washington, DC and Houston, TX markets and Four Thousand Dollars ($4,000.00) for each License in the Dallas, TX and San Francisco, CA markets (“Per License Valuation”) and Schedule A Assets related to such Licenses as to which FCC consent has not yet been granted (each an “Unassigned License”), be released to the Seller (“Partial Closing Payment”). Notwithstanding any Partial Closing, this Agreement shall remain in full force and effect until: (i) all the License(s) are assigned by Seller to Buyer; (ii) all the Purchased Assets are conveyed by Seller to Buyer; (iii) the full amount of the Purchase Price is released from the Escrowed Funds to the Seller, subject to Section 2.06(c) below; (iv) this Agreement is otherwise terminated as provided in Article VIII hereof; or as described in Article 2.06(c).

2.04          Purchase and Sale of Assets; Assignment of License(s) . Subject to the terms and conditions hereof and pursuant to a Bill of Sale, Assignment and Assumption Agreement, a form of which is attached hereto as Schedule B , on the Closing Date Seller shall assign, transfer, sell, convey and deliver to Buyer or its designee all Seller’s right, title and interest in and to the Purchased Assets, free and clear of all Liens, and shall assign and deliver to Buyer or its designee the License(s), for the Purchase Price, as set forth in Section 2.05(c) herein.

2.05          Assumption of Liabilities . Buyer is not assuming and shall not be responsible for any liabilities or obligations of Seller, whether arising out of or in connection with the Purchased Assets or Licenses, except for the obligations relating to the Purchased Assets and the Licenses for the period on and after the Closing Date. Such assumed liabilities are specifically set forth on Schedule A .

2.06          Purchase Price . Buyer shall pay Two Million Fifty Thousand Dollars ($2,050,000.00) (“Purchase Price”) to Seller for the Purchased Assets, in readily available funds, as follows:

(a)           Buyer already has delivered a deposit equal to ten percent (10%) of the Purchase Price in the amount of Two Hundred Five Thousand Dollars ($205,000.00) (the “Down Payment”) in the form of a wire transfer to Cold Creek Consulting, Inc. Escrow Account. The Down Payment has been deposited into a joint order escrow held by Cold Creek Consulting, Inc. (the “Escrow”) pursuant to the Escrow Agreement, a form of which is attached hereto as Schedule C .

(b)           At the Interim Closing, Buyer shall deposit, into the Escrow, ninety percent (90%) of the Purchase Price (“Additional Deposit”) (the Down Payment and the Additional Deposit are collectively referred to as the “Escrowed Funds”).

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(c)           At the Closing, except as otherwise set forth in this Section 2.06 or in Section 6.04 below, Buyer shall pay to Seller the Purchase Price by directing that the Escrowed Funds, less the Partial Closing Payment, if any, together with interest accrued thereon after the Interim Closing, shall be distributed to Seller. If any License cannot be assigned to Buyer as of December 31, 2007, Seller shall refund to Buyer the Per License Valuation associated with the Unassigned License(s).

2.07          Spectrum Lease Agreement . Upon execution of this Agreement, the Parties also shall execute a Short-Term De Facto Transfer Spectrum Lease Agreement (“Spectrum Lease Agreement”), a form of which is attached hereto as Schedule D . In consideration of Seller permitting Buyer to operate the Stations specified on Schedule A of the Spectrum Lease Agreement, Buyer shall be obligated under the Spectrum Lease Agreement to pay Seller Twenty-Six Thousand Dollars ($26,000.00) (“Lease Fee”) for each full month from the Effective Date of the Spectrum Lease Agreement until the Closing Date of this Agreement or until termination of this Agreement under Article VIII herein (“Lease Fee Payment Period”). The Purchase Price to be paid at the Closing shall be reduced by any Lease Fee payments made by Seller to Buyer prior to the Closing Date. The Lease Fee shall be paid from the funds in the Escrow pursuant to the terms of the Escrow Agreement.

2.08          Management Agreement . Upon execution of this Agreement, the Parties also shall execute a Management Agreement, a form of which is attached hereto as Schedule E . In consideration of Seller permitting Buyer to operate the Stations specified on Schedule A of the Management Agreement, Buyer shall be obligated under the Management Agreement to pay Seller ten dollars ($10.00) for each full month from the Effective Date of the Management Agreement until the Closing Date or until termination of this Agreement.

ARTICLE III

REPRESENTATION AND WARRANTIES

3.01          Seller’s Representations and Warranties . Except as otherwise set forth in Schedule A , Seller hereby represents and warrants to Buyer that, as of the Effective Date and as of the Closing Date: (i) Seller or its affiliate is the lawful, beneficial and exclusive owner of the Purchased Assets, and Seller will have the unrestricted right to sell or cause the sale of such Purchased Assets and to assign the Station Contracts to Buyer free and clear of all Liens; (ii) this Agreement has been duly authorized and approved by all required corporate action of Seller; (iii) neither the execution nor the delivery of this Agreement nor the consummation of the transaction contemplated hereby will conflict with, or result in any violation or default under, any term of the articles of incorporation, organizational documents, or by-laws of Seller, or any agreement, mortgage, indenture, license, permit, lease or other instrument, judgment, decree, order, law or regulation by which Seller is bound; (iv) the Schedule A Assets are in good working order and repair, subject to ordinary wear and tear, and are sufficient to operate the Stations as currently operated by Seller and to the best of Seller’s knowledge there are no material changes in the Equipment transferred with the systems as listed on the summary of Equipment attached to Schedule A ; (v) Seller is the lawful grantee of the Licenses and has the right, upon grant of FCC Consent thereto, to assign the Licenses to Buyer; (vi) the Licenses are valid and in good standing with the FCC, and Seller is in compliance in all material respects with all statutes, rules, and regulations concerning construction, loading, and spacing of the Licenses or the facilities associated therewith, and all other federal statutes, Rules, regulations, and policies of the FCC applicable to Seller, the Licenses, or the Stations (collectively, the “Laws”); (vii) the Stations are not currently short-spaced by any third party (unless otherwise noted), nor, after the execution of this Agreement by both Parties, will they be short-spaced by any third parties, nor will they be subject to or operating under any agreement encumbering any of the Licenses or any FCC waiver of otherwise applicable Laws; (viii) there is no pending or, to the best of Seller’s knowledge, threatened action by the FCC or any other governmental agency or third party to suspend, revoke, terminate or challenge any of the Licenses or otherwise investigate the operation of the Stations; (ix) no person or entity holds or has been granted a right of first refusal or other right or option to purchase the Purchased Assets, the Stations or any part thereof; (x) the Stations are fully constructed and operational as required by the Laws; (xi) Seller is not in default under any of the Station Contracts; (xii) all Station Contracts and customer contracts are fully assignable by Seller to Buyer, and the Seller has obtained all necessary third party consents to the assignment thereof; and (xiii) Seller has paid all applicable federal, state and local taxes due and/or payable with respect to the operation of the systems prior to the Interim Closing.

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3.02          Buyer’s Representations and Warranties . Buyer hereby represents and warrants to Seller that, as of the Effective Date and as of the Closing Date: (i) Buyer is duly organized and in good standing under the laws of the state of its organization as well as all other states in which it transacts business; (ii) this Agreement has been duly authorized and approved by all required corporate action of Buyer; (iii) Buyer is financially and legally able to meet its obligations hereunder; and (iv) neither the execution nor the delivery of this Agreement nor the consummation of the transaction contemplated hereby will conflict with, or result in any material violation or default under, any term of the articles of incorporation or by-laws of Buyer, or any agreement, mortgage, indenture, license, permit, lease or other instrument, judgment, decree, order, law or regulation by which Buyer is bound.

ARTICLE IV

COVENANTS

4.01          Seller’s Covenants . Seller hereby covenants and agrees that from the Effective Date until the Closing:

(a)            Conduct of Business . Seller shall: (i) maintain and preserve, or cause to be maintained and preserved, the Purchased Assets, and conduct, or cause to be conducted, the business of the Station(s), in a reasonable and prudent manner, in the ordinary and usu