EXHIBIT 10.1 ASSET PURCHASE AGREEMENT ASSET PURCHASE AGREEMENT

Intellectual Properties. All of the design files, schematics, mechanical drawings, with pcb layout files, all related software with source codes, that are related to this agreement as listed in SCHEDULE 1.1 attached hereto (hereinafter referred to as the "Intellectual Properties").

Books and records. All papers and records in Seller's care, custody or control relating to any or all of the above-described Assets and the operation thereof, including, but not limited to, all blueprints and specifications, control records, financial records, maintenance and production records; only in regards to the Intellectual Properties involved in this Agreement.

Payment of Purchase Price. In consideration for the transfer and assignment by Seller of the whole assets, and in consideration of the representations, warranties and covenants of the Seller set forth herein, Buyer on the conditions set forth herein and subject to the provisions in Article 9 state that:

Payment in Immediately Available Funds. Buyer may, at his option, present a cashier’s check in lieu of restricted common shares if Funds are available at the time of closing.

Piggy-Back Registration Subject to the provisions of the Agreement, if the Company proposes to file a registration statement under the Securities Act, with respect to an offering of any equity securities by the Company for its own account or for the account of any of its equity holders (other than a registration statement on Form S-4 or S-8 or any substitute form that may be adopted by the SEC or any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall give written notice of such proposed filing to the holder of the Shares as soon as practicable (but in no event less than 10 days before the anticipated initial filing date of such registration statement), and such notice shall offer such holder of the Shares the opportunity to registration such number of the Shares as the holder of the Shares may request (a “Piggyback Registration”). The Company shall include in each such Piggyback Registration all Shares requested to be included in the registration for such offering; provided, however, that the Company may at any time withdraw or cease proceeding with such registration. The holder of the Shares shall be permitted to withdraw all or part of its Shares from a Piggyback Registration at any time prior to the effective date thereof.

Sellers Obligations at the Closing. At the Closing, Seller shall deliver or cause to be delivered to Buyer:

Buyer’s Obligations at Closing. Subject to the provision of Article 9, at the Closing, Buyer shall deliver to Seller the following instruments and documents against delivery of the items specified in Section 3.1:

Buyer Stock Certificates issued in the names of the shareholders of Creative Domain Investments Ltd, as defined in 2.1(b);

The certificate of the President or Secretary of the Buyer confirming that proper minutes and resolutions of the Buyer's Board of Directors have been secured prior to the Closing whereby the purchase of the assets has been approved.

Organization. Good Standing and Qualification. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the Province of Alberta, AB, has all necessary ownership powers to carry on its business as now owned and operated by it, and is duly qualified to transact business across Canada and is in good standing in all jurisdictions in which the nature of its business or of its properties makes such qualification necessary.

Absence of Specified Changes, there has not been any:

transaction by Seller except in the ordinary course of business as conducted on that date;

destruction, damage to, or loss of any assets of Seller (whether or not covered by insurance) that materially and adversely affects the financial condition, business or prospects of Seller;

revaluation by Seller of any of its assets;

sale or transfer of any asset of Seller, except in the ordinary course of business;

execution, creation, amendment or termination of any contract, agreement or license to which Seller is a party;

mortgage, pledge or other encumbrance of any asset of Seller;

agreement by Seller to do any of the things described in the preceding clauses (a) through (f) with regards to any asset as listed in Schedule 1.1 of Seller.

Inventories. No items included in the Seller's inventories have been pledged as collateral or are held by the Seller on consignment from others.

Other Tangible Personal Property. The Equipment described in Section 1.2 and SCHEDULE 1.2 of this Agreement constitutes all the items of tangible personal property owned by, in the possession of, or used by Seller in connection with the business sold pursuant to this Agreement. The Equipment listed in SCHEDULE 1.2 constitutes all tangible personal property necessary for the conduct by Seller of the business as now conducted.

Trade Names Trademarks and Copyrights. Except as set forth in SCHEDULE 6.8, Seller does not use any trademark, service mark, trade name or copyright in its business to be sold pursuant to this Agreement, or own any trademarks, trademark registrations or applications, trade names, service marks, copyrights, or copyright registrations or applications. No person (other than Seller) owns any trademark, trademark registration or application, service mark, trade name, copyright, or copyright registration or application, the use of which is necessary or contemplated in connection with the performance of any of the Intellectual Properties.

Title to Assets. Seller has good and marketable title to all of the Assets and interests in Assets, whether personal, tangible, and intangible, which constitute all the Assets and interests in assets that are used in the business of Seller to be sold pursuant to this Agreement. All the Assets are free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, easements, rights of way, covenants, conditions, or restrictions, (i) the lien of current taxes not yet due and payable; and (ii) possible minor matters that, in the aggregate, are not substantial in amount and do not materially detract from or interfere with the present or intended use of any of the Assets, nor materially impair business operations. All tangible personal property of Seller is in good operating condition and repair, ordinary wear and tear accepted. Except as set forth on the appropriate SCHEDULE listing such Assets, neither any officer, nor any director or employee of Seller, nor any spouse, child or other relative of any of these persons, owns, or has any interest, directly or indirectly, in any of the personal property owned by or leased to Seller or any copyrights, patents, trademarks, trade names or trade secrets licensed by Seller for use in the business to be sold pursuant to this Agreement. Seller does not occupy any real property in violation of any law, regulation or decree.

Organizations and Qualification. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. All subsidiaries of Buyer are legal entities that are duly organized, validly existing and in good standing under the laws of their respective jurisdictions of incorporation. Buyer has all requisite power and authority to own or operate its properties and conduct its business as it is now being conducted. Buyer is duly qualified and in good standing as a foreign corporation or entity authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease by it or the nature of the business transacted by it makes such qualification necessary.

Capitalization; Subsidiaries. The authorized capital stock of Buyer consists of 1,000,000,000 shares of Buyer's Common Stock. and 2,000,000 shares of preferred stock in classes to be designated by B2 Digital. As of the Closing Date, no other shares of preferred stock shall be issued by B2 Digital or shall be outstanding other than those 2,000,000 shares of Series A Preferred Stock currently issued and the shares to be issued contemplated by this Agreement. All issued and outstanding shares of capital stock of Buyer are validly issued, fully paid, non-assessable and free of preemptive rights.

Authority Relative to this Agreement. Buyer has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Buyer, and no other corporate proceedings on the part of Buyer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Buyer and, assuming this Agreement constitutes a valid and binding obligation of the Seller, this Agreement constitutes a valid and binding agreement of Buyer, enforceable against Buyer in accordance with its terms.

SEC Reports. Since September 1, 2002 to the best of its knowledge Buyer has filed all required forms, reports and documents ("Buyer SEC Reports") with the Securities and Exchange Commission (the "SEC") required to be filed by it pursuant to the federal securities laws and the SEC rules and regulations thereunder, all of which have complied in all material respects with all applicable requirements of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and interpretive releases promulgated thereunder. None of such Buyer SEC Reports, including without limitation any financial statements, notes, or schedules included therein, at the time filed, contained any untrue statement of a material fact, or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

 

Consents and Approvals: No Violation. Neither the execution and delivery of this Agreement by Buyer nor the consummation of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof will conflict with or result in any breach of any provision of the Articles of Incorporation or by-laws of Buyer or any Subsidiary, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except pursuant to the Securities Act and the Exchange Act, such filings and approvals as may be required under the "blue sky", takeover or securities laws of various states, or result in a default (with or without due notice or lapse of time or both) (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, license, agreement or other instrument or obligation to which Buyer is a party or by which Buyer, any of its Subsidiaries or any of their respective assets may be bound, result in the creation or imposition of any lien, charge or other encumbrance on the assets of Buyer or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer or any of its respective assets.

Litigation. Etc. Except as disclosed in the Buyer SEC Reports, there is no action, claim, or proceeding pending or, to the knowledge of Buyer, threatened, to which Buyer is or would be a party before any court or Governmental Authority acting in an adjudicative capacity or any arbitrator or arbitration tribunal with respect to which there is a reasonable likelihood of a determination having, or which, insofar as reasonably can be foreseen in the future would have, a material adverse effect on Buyer and since December 31, 1997, there have been no claims made or actions or proceedings brought against any officer or director of Buyer arising out of or pertaining to any action or omission within the scope of his employment or position with Buyer, which claim, action or proceeding would involve a material adverse effect on Buyer taken as a whole. All material litigation and other material administrative, judicial or quasi-judicial proceedings to which Buyer is a party or to which it has been threatened to be made a party, are described in the Buyer SEC Reports.

 

 

 

Buyer Common Stock. The shares to be issued by Buyer pursuant to this Agreement have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly authorized and issued and fully paid and nonassessable, and no shareholder of Buyer will have any preemptive rights or dissenter's right with respect thereto.

Consent of Others. As soon as reasonably practical after the execution and delivery of this Agreement, and in any event on or before the Closing Date, Seller shall obtain the written consent of the persons described in SCHEDULE 8.8 to this Agreement and will furnish to Buyer executed copies of these consents to the assignment of the Intellectual Properties. Further, Seller agrees to use its best efforts to obtain new Intellectual Properties between the Buyer and the customers described in SCHEDULE 1.1 to this Agreement.

Representations and Warranties True at Closing. Seller shall use their best efforts to assure that all representations and warranties of Seller set forth in this Agreement and in any written statements delivered to Buyer by Seller under this Agreement will also be true and correct as of the Closing Date as if made on that date and that all conditions precedent to Closing shall have been met.

Sales and Use Tax on Prior Sales. Seller agrees to furnish to Buyer a clearance certificate from the appropriate agencies and any related certificates that Buyer may reasonably request as evidence that all sales and use and other tax liabilities of Seller (other than income tax liabilities) accruing before the Closing Date have been fully satisfied or provided for.

Statutory Fillings. Seller shall cooperate fully with Buyer in preparing and filing all information and documents deemed necessary or desirable by Buyer under any statutes or governmental rules or regulations pertaining to the transactions contemplated by this Agreement.

Accuracy of Sellers Representations and Warranties. All representations and warranties by Seller in this Agreement or in any written statement that shall be delivered to Buyer by Seller under this Agreement shall be true on and as of the Closing Date as though made at that time.

Seller Performance. Seller shall have performed, satisfied, and complied with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by Seller on or before the Closing Date.

Certification by Seller. Buyer shall have received a certificate, dated the Closing Date, signed and verified by Seller's president or vice president and its treasurer or assistant treasurer, certifying, in such detail as Buyer and its counsel may reasonably request, that the conditions specified in Sections 9.1 and 9.3 have been fulfilled.

Absence of Litigation. No action, suit or proceeding before any court or any governmental body or authority, pertaining to the transaction contemplated by this Agreement or to its consummation, shall have been instituted or threatened on or before the Closing Date.

Corporate Approval. The execution and delivery of this Agreement by Seller, and the performance of its covenants and obligations under it, shall have been duly authorized by all necessary corporate action, and Buyer shall have received copies of all resolutions pertaining to that authorization, certified by the secretary of Seller.

Consents. All necessary agreements and consents of any parties to the consummation of the transaction contemplated by this Agreement, or otherwise pertaining to the matters covered by it, shall have been obtained by Seller and delivered to Buyer.

Approval of Documentation. The form and substance of all certificates, instruments and other documents delivered to Buyer under this Agreement shall be satisfactory in all reasonable respects to Buyer and its counsel.

Condition of Assets. The Assets shall not have been materially or adversely affected in any way as a result of any fire, accident, storm, or other casualty or labor or civil disturbance or act of God or the public enemy.

Resale Certificate. Buyer shall have received from Seller a sales tax resale certificate or other comparable document, as appropriate, reasonably satisfactory to Buyer, with respect to the Assets being purchased by Seller for resale.

Valuation of Assets. Buyer shall have accepted the valuation of the Assets, as set forth on the schedules attached hereto (as adjusted as of the Closing Date) at the buyer’s option buyer may have an independently certified inventory and valuation at the buyers cost.

Completion of Due Diligence. All due diligence reasonably required by the Buyer has been completed, and the results of such due diligence are satisfactory to the Buyer in its sole discretion and judgement with regard to all aspects of the transaction, including by not limited to matters relating to the Assets, or the intellectual property or financial prospects of the business to be sold pursuant to this Agreement.

Compliance with Bulk Sales Laws. The parties have complied with all applicable Bulk Sales Laws or similar provisions.

Accuracy of Buyer's Representations and Warranties. All representations and warranties by Buyer contained in this Agreement or in any written statement delivered by Buyer under this Agreement shall be true on and as of the Closing as though such representations and warranties were made on and as of that date.

Buyer’s Performance. Buyer shall have performed and complied with all covenants and agreements, and satisfied all conditions that it is required by this Agreement to perform, comply with, or satisfy, before or at the Closing.

Buyer’s Corporate Approval. Buyer shall have received corporate authorization and approval for the execution and delivery of this Agreement and all corporate action necessary or proper to fulfill the obligations of Buyer to be performed under this Agreement on or before the Closing Date.

Preservation of Goodwill. Following the Closing, Seller will restrict their activities so that Buyer's reasonable expectations with respect to the goodwill, business reputation, employee relations and prospects connected with the Assets will not be materially impaired. In furtherance, but not in limitation of, this general obligation, Seller agree that, for a period of the longer of (a) three (3) years following the Closing Date; (b) as long as any of the Warrants referred to in paragraph 2.1 are outstanding; or (c) as long as Buyer or its heirs, assigns or successors in interest carry on a like business in the countries or areas specified:

Seller will not compete with the Buyer or engage in any activity which is substantially the same as, or represents an outgrowth of, any business or activity presently conducted by Seller, in the field of "pay per view" and "free to viewer” in room hotel services, if such business or activity extends to any Province of Territory of Canada in which Seller has heretofore engaged in business or otherwise established its goodwill, business reputation, or any customer relations. For the purposes of this Agreement, the term “compete^” shall mean (i) calling on, soliciting or taking away, as a client or customer, or attempting to call on, solicit or take away as a client or customer any individual, partnership, corporation or association that was a client or customer of the Seller pay-per-view and cable services to hotel/lodging rooms; or (ii) entering into or attempting to enter into any business or substantially similar business to or competing in any way with the business of the Buyer in the pay-per-view and cable services to hotel/lodging rooms, either alone or with any individual, partnership, corporation or association; or (iii) acting as an agent, representative, consultant, officer, director, independent contractor, or employee of an entity or enterprise which is competing with the business of the Buyer; or (iv) participating in any such competing entity or enterprise as an owner, partner, limited partner, joint venture, creditor or stockholder.

The parties intend that the covenant contained in the preceding portion of this Section shall be construed as a series of separate covenants, one for each state county. Each separate covenant shall be deemed identical in terms to the covenant contained in this Section. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants deemed included in this Section, then such unenforceable covenant shall be deemed eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.

Seller will not disclose to any person or use for their own benefit any price lists, pricing data, customer lists, or similar matters possessed by them relating to the assets or the business transferred to Buyer unless they first clearly demonstrate to Buyer that such matters are at, the time of the proposed disclosure or use, of common knowledge within the trade.

Parties in this Agreement, regarding any single claim, loss, expense, obligation or other liability that does not exceed $10,000; provided, however, that when the aggregate amount of all such claims, losses, expenses, obligations and liabilities not exceeding $10,000 each reaches $10,000, Seller shall thereafter be liable in full for all such breaches and indemnities, and regarding all those claims, losses, expenses, obligations, and liabilities.

Access to Records. From and after the Closing, Seller shall allow Buyer, and its counsel, and other representatives, such access to records which after the Closing are in the custody or control of Seller as Buyer reasonably requires in order to comply with its obligations under the law or under Intellectual Properties assumed by Buyer pursuant to this Agreement.

Finder's or Broker's Fees. Each of the parties represents and warrants that it has dealt with no broker or finder in connection with any of the transactions contemplated by this Agreement, and, insofar as it knows, no broker or other person is entitled to any commission or finder's fee in connection with any of these transactions.

Expenses. Buyer shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying out the transactions contemplated by this Agreement.

All parties to this Agreement mutually understand, agree and covenant that any referenced sale or other disposition of any security under this Agreement shall be controlled and governed by this section.

Each security issued pursuant to the terms of this Agreement shall be a "restricted" security unless otherwise specifically referenced as being issued pursuant to a registration or offering.

Seller understands and agrees that a restricted security for the purposes of this Agreement is one, which is issued without meeting registration requirements under both federal and state law within the United States. Each party to this Agreement further agrees and acknowledges that the nature of restricted security is that it is not freely tradable. That is, the holder of such security cannot immediately market or further distribute such security in the open market, or through private transactions without the express written consent of the issuer, primarily Buyer under the terms of this Agreement.

Seller fully acknowledges and understands that the resale of a restricted security will normally require substantial holding periods unless subsequently subject to an intervening registration under applicable federal and state securities laws. Seller acquiring restricted stock under this Agreement further acknowledges and agrees that the principal, though not exclusive, means by which restricted securities are resold under United States law and conforming state laws and regulations is Securities and Exchange Commission ("SEC") Rule 144, which essentially requires a holding period of one year before the stock can be resold or any interest therein further sold or assigned. In general terms, Rule 144 would require that there be current public information about the Company before the provisions of the Rule could be relied upon for subsequent resale, that the aforementioned holding period had been met, that the sales occurred through independent arms-length and unsolicited brokerage transactions, that certain volume limitations on the number of shares sold in each three month period be observed, and that a report of sales will be filed with the SEC. Seller understands that the foregoing constitutes only a general description of Rule 144 and that such person is or has the means to become familiar with all of the specific provisions and terms of Rule 144 through his independent legal advisors. Sellers further acknowledges and agrees that while Rule 144 is not exclusive, that it is anticipated and intended that it would be the primary means by which securities acquired under this Agreement could be resold absent the specific registration provisions of this Agreement.

Seller further acknowledges and agrees that, except as specifically provided by the terms of this Agreement, none of the corporate parties will have any obligation to register securities issued, and have no present intention to register such securities other than is specifically provided for by this Agreement. Each person under this Agreement acquiring securities further understands and agrees that individual registration of securities, absent registration by the issuer, is usually not practical and should not be relied upon as a means for resale or other distributions of securities acquired under this Agreement.

Any entity acquiring securities pursuant to this Agreement with the intent to divide such securities among its principal shareholders as part of the acquisition process, will be responsible for obtaining the knowledgeable consent and agreement of such actual shareholder to the terms of this Agreement, specifically referencing this paragraph.

Seller fully understands and agrees that should such person be deemed to be in a “control” position as to Buyer incident to the completion of this Agreement, that such person must comply with the volume limitations of Rule 144 to complete sales of his or her securities acquired, except for securities which have been otherwise registered pursuant to this Agreement. A control person has been defined by the SEC, and by most state securities regulatory agencies, as a person who has the capacity to exercise control over the issuing company. While no precise mathematical formulation of a control person is applicable to all situations, the following are generally presumed to be control people:

a person holding 10% or more of the shares of the issuing company;

any principal officer or any director of the issuing company.

Seller represents that it is acquiring the Shares for its own account, for investment and not with a view to the distribution or resale thereof. The Seller further represent that their financial and other circumstances are such that they have adequate means of providing for their current and anticipated future needs without having to sell or otherwise dispose of the Shares, and that the Seller are able to bear the economic risks of this investment and consequently are able to hold the Shares for an indefinite period of time and to sustain the loss of their entire investment in the Shares, in the event such a loss should occur.

Seller acknowledges and represents that, due to its knowledge and experience in financial and business matters, its investment experience generally and its experience with investments similar to the Shares in particular, Seller, either alone or together with its advisors, if any, is able to understand and merits of, and the risks involved in, its proposed investment in the Shares. Seller, either alone or together with its advisors, if any, has the capacity to protect its own interests in connection with this transaction.

Seller acknowledges that the Buyer and Buyer have furnished or made available to Seller all financial and other data relating to Buyer, required by Seller to enable it to make an informed decision concerning its approval of this transaction and its resulting acquisition of the Shares. In particular, Seller acknowledges that it has received and reviewed the financial statements of Buyer for the past two years and complete copies of all of the Buyer SEC Reports for such period. Seller acknowledges that it has been informed that Buyer has not previously conducted business except as disclosed in the Buyer SEC Reports. Seller represents and acknowledges that it and its principals have been engaged in the business of providing pay-per-view and cable services in the hotel/lodging industry, which is intended area of business for which the Assets are being acquired by the Buyer. In this regard, Seller has been acquainted with the Chief Executive Officer of Buyer. Seller further represents and acknowledges that it has had full opportunity to obtain additional information from Buyer to verify the accuracy of the information supplied by it and to evaluate the merits of its investment decision, including, without limitation, full opportunity to ask questions of and receive satisfactory answers and other information from Buyer, its officers, directors and other persons acting on its behalf, and all such questions have been answered, and such other information supplied, to Seller's full satisfaction. Seller is aware of, and has thoroughly evaluated, to its own satisfaction, the high degree of risk associated with investing in Buyer, including but not limited to, the specific risks associated with Buyer's business and the risks associated with the ownership of common stock.

The owner is a natural person whose individual net worth, or joint net worth with owner's spouse, at the time of this agreement, exceeds $1,000,000; or

The owner is a natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with owner's spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

Headings. The subject headings of the Articles and Sections of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

Assignment. This Agreement shall be binding on and shall inure to the benefit of the parties to it and their respective heirs, legal representatives, successors and assigns. Buyer agrees to obtain the written consent of Seller if Buyer sells, assigns or otherwise transfers all or any ownership interest in a material portion of the Assets prior to the time that the Buyer has completed the terms of payment above in Article 2. Seller agrees not to unduly withhold its consent to any sale, assignment or transfer of the assets after written notice is served upon it according to the terms of this Agreement. Seller shall give its written consent to the Buyer within 15 days of receipt of the Buyer's request for Seller's consent.

Recovery of Litigation Costs. If any legal action or any arbitration or other proceeding so brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.

Conditions Permitting Termination. Subject to the provisions of Article 3 relating to the postponement of the Closing Date, either party may on or prior to the Closing Date terminate this Agreement by written notice to the other, without liability to the other, if any bona fide action or proceeding shall be pending against either party on the Closing Date that could result in an unfavorable judgment, decree or order that would prevent or make unlawful the carrying out of this Agreement.

Defaults Permitting Termination. If either Buyer or Seller materially defaults in the due and timely performance of any of its warranties, covenants, or agreements under this Agreement, the non- defaulting party or parties may on the Closing Date give notice of termination of this Agreement, in the manner provided in Article 17. The notice shall specify with particularity the default or defaults on which the notice is based. The termination shall be effective five days after the Closing Date, unless the specified default or defaults have been cured on or before this effective date for termination. Upon material default of the Buyer's payment obligations under this Agreement, the Seller may foreclose its security interest in the assets as referred to in paragraph 2(f) above.

Announcements. None of Sellers will make any announcements to the public or to employees of Seller concerning this Agreement or the transactions contemplated hereby without the prior approval of Buyer, which will not be unreasonably withheld. Notwithstanding any failure of Buyer to approve it, Sellers may make an announcement of substantially the same information as theretofore announced to the public by Buyer or any announcement required by applicable law, but Seller shall in either case notify Buyer of the contents thereof reasonably promptly in advance of its issuance.

References. Unless otherwise specified, references to Sections or Articles are to Sections or Articles in this Agreement.

All design for wall-mounted modem, including firmware (C-source), schematics, mechanical drawings and pcb layout files.

All design files for the head end modem which talks with the wall mounted modems, to include firmware (C source), schematics, mechanical drawings and pcb layout files.

Source Code for manufacturing fixtures and programming utilities.

Specifications for Phillips, Zenith and Thompson Electronics smart TV sets.

Plans and specifications for cost reduction of the wall plate.

Plans, specifications and work in progress for smart TV-ATX interface.

SQL files for the movie database.

Front-End code for generating site license and inserting log data into the movie database.

Digital Video server source code (C,C++).

Source Code for ATX Head end modem interface and voice modem.

JAVA code for interface web site.

Database of transactions of February 2005, including all customer records, contract information, etc.

Any and all additional information needed for the production and manufacture of all above listed items.

A short term contract period to setup and install all of the software at the site of Buyers choice.

A Consultant available for the period of one year for additional support if necessary. A fee would be worked out for this consulting period on a base-by- base need.