ARTICLE IStock Option Agreement • January 25th, 2002 • Usa Broadband Inc • Non-operating establishments • Illinois
EXHIBIT 2.4 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 21st, 2002 • Usa Broadband Inc • Non-operating establishments • New York
AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG OPTIKA INVESTMENT COMPANY, INC., DD ACQUISITION, INC., CABLE CONCEPTS, INC. AND THE SHAREHOLDERS OF CABLE CONCEPTS, INC. DATED MARCH 1, 2001Agreement and Plan of Reorganization • July 27th, 2001 • Optika Investment Co Inc • Non-operating establishments • Utah
Exhibit 10.5 SEPARATION AGREEMENT This Separation Agreement ("Agreement") is made and entered into as of this 19th day of December 2001 (the "Execution Date") by and among USA Broadband, Inc., a Delaware corporation (the "Company") and David M. Lerten...Separation Agreement • January 25th, 2002 • Usa Broadband Inc • Non-operating establishments • Illinois
Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of the 1st day of April, 2001, by and between OPTIKA INVESTMENT COMPANY, INC., a Nevada corporation (the "Company") and Edward P....Employment Agreement • January 25th, 2002 • Usa Broadband Inc • Non-operating establishments • Utah
MEMORANDUM TO: Edward Mooney, Director FROM: Ric Landry DATE: April 15, 2001 RE: Consulting Agreement/Options for Optika Investments Company Edward, per our discussion, we have agreed to the following: 1) I will work with the company and recruit for...Consulting Agreement • January 25th, 2002 • Usa Broadband Inc • Non-operating establishments
RECITALSMerger Agreement • May 21st, 2002 • Usa Broadband Inc • Non-operating establishments • Delaware
RECITALSPurchase and Sale Agreement • March 6th, 2003 • Usa Broadband Inc • Non-operating establishments • Washington
RECITALSStock Pledge and Security Agreement • January 25th, 2002 • Usa Broadband Inc • Non-operating establishments • Illinois
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT This First Amendment to Asset Purchase Agreement dated March 1, 2002 (the "Agreement"), by and among Verizon Media Ventures Inc., GTE Southwest incorporated (collectively "Seller") and USAB Video Corp II,...Asset Purchase Agreement • May 21st, 2002 • Usa Broadband Inc • Non-operating establishments
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 21st, 2002 • Usa Broadband Inc • Non-operating establishments
This Asset Purchase Agreement ("Agreement") is entered into as of May 22, 2002 (the "Effective Date"), by and among Cable One, Inc., a Delaware corporation with its principal place of business located at 1314 North Third Street, Phoenix, AZ 85004 ("Buyer"), and Direct Digital Midwest, Inc., a Delaware corporation with its principal place of business located at 10012 Norwalk Blvd., Suite 150, Santa Fe Springs, CA 90670 ("Seller") and USA Broadband, Inc., a Delaware corporation ("USA Broadband"). Buyer and Seller are each referred to herein individually as a "Party" and collectively as the "Parties."
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "AGREEMENT") dated June 29, 2001, is by and among USA BROADBAND, INC., a Delaware corporation, whose principal business address is 8450 East Crescent Parkway, Suite 100, Greenwood...Merger Agreement • July 27th, 2001 • Optika Investment Co Inc • Non-operating establishments • Delaware
Exhibit 4.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of ________, 2001, by and between Optika Investment Company, Inc., a Nevada corporation (the "Company"), and the Persons (as defined below) set...Registration Rights Agreement • January 25th, 2002 • Usa Broadband Inc • Non-operating establishments • Nevada
Exhibit 10.1 MAROON BELLS CAPITAL, L.L.C. 450 SANSOME STREET, SUITE 1550 SAN FRANCISCO, CALIFORNIA 94111 TEL (415) 393-0724 FAX (415) 393-0721 January 29, 2001 Optika Investment Company, Inc. c/o Nathan Drage Law Firm 6975 South Union Park Center,...Advisory Agreement • January 25th, 2002 • Usa Broadband Inc • Non-operating establishments • California
AGREEMENT by and among LAS AMERICAS BROADBAND, INC. ("Las Americas Broadband") and CABLE CALIFORNIA S.A. de C.V. (the "Company") and CARLOS BUSTAMANTE, SR. ("Bustamante") and LABN MEXICO S.A. de C.V. ("Mexco" or the "Purchaser") Dated as of September...Agreement • June 5th, 2003 • Usa Broadband Inc • Non-operating establishments
AGREEMENT, dated as of 9/26/2002 (this "Agreement"), is entered into by and among Las Americas Broadband Inc., a corporation organized under the laws of the State of Colorado, United States of America ("Las America Broadband"), Cable California S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the "Company"), Carlos Bustamante, Sr., an individual who resides in the United Mexican States ("Bustamante" and LABN Mexico, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States ("Mexco" or the "Purchaser"). For the purposes of this Agreement, "Las Americas Broadband" shall, to the extent applicable, include any successor by merger (except, specifically, with regard to Section 5).
ADDENDUM TO EMPLOYMENT AGREEMENT BETWEEN RICHARD G. LUBIC AND USA BROADBAND, INC.Employment Agreement • May 20th, 2003 • Usa Broadband Inc • Non-operating establishments
This Management Service Agreement is by and between DL COMMUNICATIONS, INC., a Nevada corporation ("DL"), and USA BROADBAND, INC., a Delaware corporation ("USA"), and is an Addendum to the Employment Agreement dated January 17, 2003 by and between RICHARD G. LUBIC ("LUBIC") and USA BROADBAND, INC., a Delaware corporation ("USA") and its various subsidiaries currently existing or to be formed including Cable California SA de CV, a Mexican corporation.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2003 • Usa Broadband Inc • Non-operating establishments • California
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 1, 2003 by and between USA Broadband, Inc., a Delaware corporation (the “Company”) and Grant Miller (“EXECUTIVE”). The Company and EXECUTIVE are hereinafter collectively referred to as the “Parties,” and individually referred to as each or any “Party.”
FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • November 21st, 2002 • Usa Broadband Inc • Non-operating establishments • Washington
THIS FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of June 20, 2002, by and between Cable Concepts, Inc., a Washington corporation, doing business as Direct Digital Communications ("Seller") and Priority/RTG1, LLC a Washington limited liability company ("Buyer").
Edward Mooney 921 Transport Way, Suite 4 Petaluma, California 94954 Telephone (707) 769 1677 Facsimile (707) 769 1622Consulting Agreement • December 23rd, 2002 • Usa Broadband Inc • Non-operating establishments • California
When executed by the undersigned where indicated below, this letter will form a Consulting Agreement (the "Agreement") for the 6 month period commencing December 1, 2002 between Edward Mooney, an individual and independent contractor ("Consultant") and USA Broadband Inc. whereby Consultant will provide certain consulting services to USAB on a non-exclusive basis, including general corporate advisory and development services. Consultant will devote a portion of his professional resources to USAB during the course of this agreement.
QuickLinks -- Click here to rapidly navigate through this documentAdvisory Agreement • May 20th, 2003 • Usa Broadband Inc • Non-operating establishments • California
When executed by the undersigned where indicated below, this letter will form an Advisory Agreement (the "Agreement") for the 36 month period commencing April 15, 2003 between Ric Landry, an individual and independent contractor ("Advisor") and USA Broadband, Inc. whereby Advisor will provide certain Advisory services to USAB on a non-exclusive basis, including general corporate advisory and development services. Advisor will devote a portion of his professional resources to USAB during the course of this agreement.
Mr. Lew Suders 1522 1st Street Apt. X #207 Coronado, California 92118 Re: Separation AgreementSeparation Agreement • May 20th, 2003 • Usa Broadband Inc • Non-operating establishments
This letter (our "Agreement") will confirm our understanding with respect to your resignation as an employee of USA Broadband (the "Company"). You acknowledge that this Agreement is intended only to resolve matters relating to your employment with the Company and is not an admission of fault or liability on the part of you or the Company. Subject to your continuation to comply with the terms of this Agreement, you and the Company agree as follows:
ASSET PURCHASE AGREEMENT DATED AS OF JANUARY 9, 2003 BY AND BETWEEN USA BROADBAND, INC. AND DICK CLARK INTERNATIONAL CABLE VENTURES, LTD., CABL E S.A. DE C.V., LAS AMERICAS BROADBAND, INC., AND CARLOS BUSTAMANTE, SR.Asset Purchase Agreement • March 21st, 2003 • Usa Broadband Inc • Non-operating establishments • Delaware
THIS ASSET PURCHASE AGREEMENT (“APA”), dated as of January 9, 2003, is made by and between USA BROADBAND, INC., a Delaware corporation (“USAB”), and dick clark international cable ventures, ltd. (a Turks and Caicos entity) (“dcicv”) Cable California SA de CV, (“Cable”) a Mexican Corporation, Las Americas Broadband, Inc. (“LABN”), and Carlos Bustamante, Sr., an individual who resides in the United Mexican States. The foregoing are collectively referred to herein as the “PARTIES” and individually, as a “PARTY.” USAB is the “Buyer.”
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 20th, 2003 • Usa Broadband Inc • Non-operating establishments • California
MANAGEMENT SERVICE AGREEMENT dated as of February 12,2003 (this "Agreement"), by and between RICHARD G. LUBIC, a resident of the State of Nevada (the "Executive"), and USA BROADBAND, INC., a Delaware corporation (the "Company").
ASSET PURCHASE AND SALE AGREEMENTAsset Purchase Agreement • November 21st, 2002 • Usa Broadband Inc • Non-operating establishments
THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of June 7, 2002, by and between Cable Concepts, Inc., a Washington corporation, doing business as Direct Digital Communications ("Seller") and Priority/RTG1, LLC a Washington limited liability company ("Buyer").
