0001047469-02-003861 Sample Contracts

ASSET PURCHASE AGREEMENT
Asset 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."

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FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT
Asset 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").

ASSET PURCHASE AND SALE AGREEMENT
Asset 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").

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