Champion Communication Services Inc Sample Contracts

Champion Communication Services Inc – AMENDMENT TO COMMISSION AGREEMENT DATED JULY 2004 (April 16th, 2007)

WHEREAS the Corporation and the Executive entered into a Commission Agreement dated July 2004 for Executive Services to be rendered and desires to amend the consideration and compensation to be provided under the Agreement.

Champion Communication Services Inc – SECOND AMENDMENT TO LEASE (April 16th, 2007)

This Second Amendment of Lease (“Amendment”) is made and entered into this the 10th day of November, 2005, by and between WOODSTEAD-GROGAN OPERATING ASSOCIATES, L.P., a New Mexico limited partnership (“Landlord”), and CHAMPION COMMUNICATION SERVICES, INC. (“Tenant”).

Champion Communication Services Inc – SHORT-TERM DE FACTO TRANSFER SPECTRUM LEASE AGREEMENT (February 20th, 2007)

This Short-Term De Facto Transfer Spectrum Lease Agreement (“Spectrum Lease Agreement”) is made and entered into as of this 13th day of February, 2007, to be effective March 1, 2007 by and between Champion Communication Services, Inc., whose primary address is 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380 (“Licensee”), and FleetTalk Partners, Ltd., whose primary address is 710 Country Club Road, Crystal Lake, IL 60014-5609 ___________________________________ (“Lessee”). Lessee and Licensee may be referred to herein individually as a “Party” and collectively as “Parties.”

Champion Communication Services Inc – MANAGEMENT AGREEMENT (February 20th, 2007)

This Management Agreement is made and entered into as of this 1st day of March, 2007, by and between Champion Communication Services, Inc., whose primary address is 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380 ("Licensee"), and FleetTalk Partners, Ltd., whose primary address is 710 Country Club Road, Crystal Lake, IL 60014-5609 ("Manager"). Manager and Licensee may be referred to herein individually as a "Party" and collectively as "Parties."

Champion Communication Services Inc – ASSET PURCHASE AGREEMENT (February 20th, 2007)

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”).

Champion Communication Services Inc – DEFERRED COMPENSATION AGREEMENT (November 14th, 2006)

Exhibit 10.1 DEFERRED COMPENSATION AGREEMENT This Deferred Compensation Agreement ("Agreement") is made this 4th day of October, 2006, effective on the Effective Date by and between CHAMPION COMMUNICATION SERVICES, INC., a Delaware corporation (hereinafter referred to as the "Company"), located in The Woodlands, Texas, and ALBERT RICHMOND, officer of the Company (hereinafter referred to as the "Executive"). AGREEMENT The Executive and the Company agree as follows: ARTICLE 1 DEFINITIONS 1.1 Definitions. Whenever used in this Agreement, the following words and phrases shall have the meanings specified: 1.1.1 "Administrator" means the person appointed by the Committee to administer the Agreement. The Executive Vice President of the Company, or its successor in t

Champion Communication Services Inc – ILLINOIS AND INDIANA FREQUENCY CALL SIGN COMMON NAME EXP DATE 471.3625 WIM216 Aurora 10/10/05 471.4125 WPPW614 Sears 02/14/05 471.4125 WPPW614 Aurora 02/14/05 471.4125 WPPW614 Lake Zurich 02/14/05 471.4125 WPPW614 Mokena 02/14/05 471.4375 WPRF650 Aurora 08/30/05 471.4875 WPKM555 Lake Zurich 04/23/12 471.4875 WPKM555 Mokena 04/23/12 471.5000 WPTH688 Sears 10/04/11 471.5375 WIL751 Sears 03/09/14 471.6500 WPTH688 Sears 10/04/11 471.7375 WIM333 Sears 07/10/05 471.7625 WPQB918 Aurora 05/16/05 471.7625 WPQB918 Hammond 05/16/05 471.7875 WIM418 Mokena 06/11/11 471.8125 WPPH306 Sears 12/22/14 471.8375 (April 1st, 2005)

EXHIBIT 10.7 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT ("Agreement") is made as of December 27, 2004 (the "Effective Date"), by and between ESP Wireless Technology Group, Inc., whose primary address is 9126 Ogden Avenue, Brookfield, Illinois 60513 ("Buyer"), and Champion Communication Services, Inc., whose primary address is 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380 ("Seller"). 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 assets l

Champion Communication Services Inc – MANAGEMENT/ CONSULTING AGREEMENT (April 1st, 2005)

EXHIBIT 10.6 MANAGEMENT/ CONSULTING AGREEMENT This Consulting Agreement (Agreement) is, effective the 1st day of July, 2004, between Champion Communication Services, Inc. (Corporation), a Delaware corporation, having its principal office in The Woodlands, Montgomery County, Texas and Richmond Holdings, Inc., a Texas Corporation and its sole shareholder, Albert F. Richmond (Executive) whose address is 2739 Wisteria Walk, Spring, Texas, 77388. WHEREAS the Corporation carries on the business of providing two-way radio dispatch communications, wireless local loop communication equipment sales and other communication related activities (the "CORPORATION BUSINESS"); AND WHEREAS the Executive is engaged by the Corporation; AND WHEREAS the Corporation believes that the Executive has unique knowledge and expertise in relation to the Cor

Champion Communication Services Inc – MASTER ANTENNA SITE LEASE NO. 130 (March 31st, 2003)

Exhibit 10.5 MASTER ANTENNA SITE LEASE NO. 130 -------------------------------------------------------------------------------- LESSOR: PINNACLE TOWERS INC. LESSEE: CHAMPION COMMUNICATIONS 1549 RINGLING BOULEVARD 1610 WOODSTEAD COURT THIRD FLOOR WOODLANDS, TX 77380 SARASOTA, FL 34236 -------------------------------------------------------------------------------- Lessor operates the antenna site(s) described in the Antenna Site Lease Schedule(s) executed and delivered by Lessor and Lessee pursuant to this Lease from time to time (each a "Schedule" and, collectively, the "Schedules"). Lessor desires to lease to Lessee and Lessee desires to lease from Lessor certain space at the site for installation and operation of Lessee's equipment on the terms set forth in the Schedule(s) and herein.

Champion Communication Services Inc – FIRST AMENDMENT TO LEASE (March 31st, 2003)

Exhibit 10.4 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE ("First Amendment") is made this 5th day of December, 2002 by and between WOODSTEAD-GROGAN OPERATING ASSOCIATES, L.P., a New Mexico limited partnership ("Landlord") and CHAMPION COMMUNICATION SERVICES, INC., a Delaware corporation ("Tenant"). RECITALS: WHEREAS, Woodlands Office Equities-'95 Equities ("Prior Landlord"), and Tenant entered into that certain lease agreement ("Lease") dated November 10, 1994, covering 3,036 square feet of Rentable Area on the third floor (Suite 330) ("Leased Premises") of the building ("Building") located at 1610 Woodstead Court, The Woodlands, Montgomery County, Texas; and WHEREAS, Prior Landlord and Tenant entered into a Modification and Ratification of Lease dated April 4, 1995; and modified by Modification and Ratification of Lease dated July 24, 19

Champion Communication Services Inc – EXTENSION, MODIFICATION AND RATIFICATION OF LEASE (March 30th, 2000)

1 EXHIBIT 10.30 EXTENSION, MODIFICATION AND RATIFICATION OF LEASE This Extension, Modification and Ratification of Lease Agreement ("Agreement") effective the 1st day of January 2000, is between WOODLANDS OFFICE EQUITIES-'95 LIMITED ("Lessor"), a Texas limited partnership, successor in title to THE WOODLANDS CORPORATION, and CHAMPION COMMUNICATION SERVICES, INC. ("Lessee"), a Texas corporation, for and in consideration of $1.00, and other good and valuable consideration. WITNESSETH: 1. Lessor and Lessee hereby confirm and ratify (as modified below) all of the terms, conditions and covenants in that certain Lease Agreement ("Lease") between the parties dated November 10, 1994; and modified by MODIFICATION AND RATIFICATION OF LEASE dated April 4, 1995; modified by MODIFICATION AND RATIFICATION OF LEASE dated July 24, 1995; and modified by MODIFICATION AND RATIFICATION

Champion Communication Services Inc – THIS SUPPLEMENTAL INDENTURE is made as of the day of March, 1998 (May 15th, 1998)

THIS SUPPLEMENTAL INDENTURE is made as of the day of March, 1998 ---- B E T W E E N: CHAMPION COMMUNICATION SERVICES, INC., a corporation formed under the laws of the State of Deleware, (hereinafter called the "Company") OF THE FIRST PART - and - EQUITY TRANSFER SERVICES INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called the "Warrant Agent") OF THE SECOND PART WHEREAS the Company and the Warrant Agent have entered into a warrant indenture made as of the 25th day of September, 1996 (the "Warrant Indenture") which provided for the issuance by the Company of up to 811,000 warrants of the Company (the "Warrants"), each such Warrant currently exercisable at a purchase price of

Champion Communication Services Inc – WARRANT INDENTURE (May 15th, 1998)

WARRANT INDENTURE Providing for the Issue of up to 811,000 Warrants exercisable for common shares of Champion Communication Services, Inc. BETWEEN CHAMPION COMMUNICATION SERVICES, INC. - and - EQUITY TRANSFER SERVICES INC. Dated September 25, 1996 -i- TABLE OF CONTENTS Page ARTICLE I INTERPRETATION...................................................... 2 1.1 Definitions................................................ 2 1.2 Meaning of Outstanding..................................... 4

Champion Communication Services Inc – MASTER DEALER AGREEMENT (December 13th, 1996)

1 ================================================================================ KENWOOD COMMUNICATIONS CORPORATION MASTER DEALER AGREEMENT LAND MOBILE RADIO PRODUCTS [KENWOOD LOGO] ================================================================================ 2 KENWOOD COMMUNICATIONS CORPORATION MASTER DEALER AGREEMENT LAND MOBILE RADIO PRODUCTS THIS AGREEMENT is made in Long Beach, California as of the __________________ day of ________________, 19__, by and between KENWOOD COMMUNICATIONS CORPORATION, a California corporation, having its principal place of business at 2201 E. Dominguez Street, Long Beach, California 90810- 5745 (hereinafter called "Kenwood") and CHAMPION COMMUNICATION SERVICES, INC. ------------------------------

Champion Communication Services Inc – SECURITY AGREEMENT (December 13th, 1996)

1 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of November 15, 1995, between CHAMPION COMMUNICATION SERVICES, INC., a Delaware corporation, its successors and assigns (the "Debtor"), and CHAMPION COMMUNICATIONS COMPANY, a Texas corporation (together with its successors and assigns, the "Secured Party"). R E C I T A L S WHEREAS, the Secured Party has loaned the Debtor USD 2,799,581.26 as evidenced by the promissory note of the Debtor dated November 15, 1995 (the "Note"); and WHEREAS, the Secured Party required, as a condition to its loan to the Debtor, that the Debtor execute and deliver this Security Agreement to the Secured Party as security for the Debtor's obligations under the Note. NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree and covenant as follows:

Champion Communication Services Inc – OFFER TO BUY AND BILL OF SALE AGREEMENT (December 13th, 1996)

1 OFFER TO BUY AND BILL OF SALE AGREEMENT This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and entered into as of the Agreement Date (defined in Paragraph 1 below) by and between Motorola, Inc. a Delaware corporation having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion Communication Services, Inc., a Delaware (corporation) (partnership) (sole proprietorship) - Cross Out Two, with its principal office at 1111 Bagby, Suite 2121, Houston, Texas 77002 ("Buyer"). Motorola and Buyer agree as follows: BACKGROUND FACTS A. Motorola has engaged providing community repeater ("CR") communication service to one or more users of that type of communications service in the Central Division area. B. Buyer desires to make an offer to purchase the CR assets of Motorola that are listed in Exhibit A ("Property"). This document constitutes Buyer's offer to purchase the property and, if

Champion Communication Services Inc – Services Agreement (December 13th, 1996)

1 PAGES CONTAINING CONFIDENTIAL MATERIAL HAVE BEEN STAMPED "CONFIDENTIAL TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION." THE REDACTED MATERIAL HAS BEEN BLACKENED OR MARKED WITH A STAR (*). EXHIBIT 10.25 2 Services Agreement THIS AGREEMENT, to be effective upon date of execution below, is entered into by and between Champion Communication Services, Inc., ("Champion") a Delaware corporation, whose principal place of business is located at 1610 Woodstead Court, Suite 330, The Woodlands, TX 77380 and K N Energy Services, Inc., a Colorado corporation, doing business as K N Services, hereinafter ("K N") whose principal place of business is at 370 Van Gordon Street, P.O. Box 281304, Lakewood, Colorado 880228-8304, together who are hereinafter referred to separately or jointly as "Party or Parties". WHEREAS, K N Energy Services, Inc. has the expertise, experienc

Champion Communication Services Inc – OFFER TO BUY AND BILL OF SALE AGREEMENT (December 13th, 1996)

1 OFFER TO BUY AND BILL OF SALE AGREEMENT This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and entered into as of the Agreement Date (defined in Paragraph 1 below) by and between Motorola, Inc. a Delaware corporation, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion Communication Services, Inc., a Delaware corporation with its principal office at 1111 Bagby, Suite 2121, Houston, Texas 77002 ("Buyer"). Motorola and Buyer will sometimes be referred to collectively as the "Parties." Motorola and Buyer agree as follows: BACKGROUND FACTS A. Motorola has been engaged in providing community repeater ("CR") communication service to one or more users of that type of communications service in a multi-state area. B. Buyer desires to make an offer to purchase the Base Station assets of Motorola that are listed in Exhibit A ("Property"). This

Champion Communication Services Inc – RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT (December 13th, 1996)

1 RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT This Radius, Communication Products Reseller Agreement ("Agreement") is made and entered into as of September 22, 1994 ("Agreement Date") at Schaumburg, Illinois, by and between MOTOROLA, INC., a Delaware Corporation having a principal place of business at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 ("Motorola" or "Seller") and Champion Comm. Services, Inc. a Delaware Corporation with a principal place of business at Houston, Tx. ("Buyer" or "Reseller"). 1. TERM, PRODUCTS, RETAIL SALE ONLY, AND SALES AGENTS. The initial term of this Agreement shall commence as of 9/23/94 and shall continue for a term expiring on June 30th of each year unless sooner terminated as provided in this Agreement. Thereafter, this Agreement shall renew automatically for successive one-year additional terms unless terminated by either party in writing no less than thirty days prior to the expiration date of the initial o

Champion Communication Services Inc – PROMISSORY NOTE (December 13th, 1996)

1 PROMISSORY NOTE USD 50,000.00 July 28, 1995 FOR VALUE RECEIVED, CHAMPION COMMUNICATION SERVICES, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company"), hereby promises to pay to ALBERT F. RICHMOND, at the offices of the payee at 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380, or at such other place as the holder hereof may designate from time to time, on or before August 28, 1995, the principal sum of FIFTY THOUSAND UNITED STATES DOLLARS (USD 50,000.00) lawful money of the United States of America. 1. Interest on this Note shall be payable monthly on the unpaid balance from and including the date hereof until the principal balance is fully paid, at the rate of 10% per annum (calculated on the basis of a year of 360 days for the actual number of days elapsed), the first monthly payment of interest being due and payab

Champion Communication Services Inc – MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT (December 13th, 1996)

1 MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT This Motorola Authorized Two-Way Radio Dealer Agreement including its attachments ("Agreement") is made and entered into as of the Agreement Date, as defined below, at Schaumburg, Illinois, by and between MOTOROLA, INC., a Delaware Corporation having its principal place of business at 1301 E. Algonquin Road, Schaumburg, Illinois 60196 ("Motorola") and CHAMPION COMM. SERVICES, INC., A Corporation (cross out two) of the State of DELAWARE having its principal place of business at Houston, Texas ("Dealer"). WHEREAS, for many years Motorola has sold certain communications products through a direct sales force of Motorola employees, which it has developed and supported at great expense; and WHEREAS, Motorola intends to continue direct distribution to customers of communications equipment and services which because of business or technological reasons should, in Motorola's

Champion Communication Services Inc – OFFER TO BUY AND BILL OF SALE AGREEMENT (December 13th, 1996)

1 OFFER TO BUY AND BILL OF SALE AGREEMENT This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and entered into as of the Agreement Date (defined in Paragraph 1 below) by and between Motorola, Inc. a Delaware corporation, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion Communication Services, Inc. a (corporation) - Cross Out Two, with its principal office at Houston, Texas ("Buyer"). Motorola and Buyer agree as follows: BACKGROUND FACTS A. Motorola has engaged providing community repeater ("CR") communication service to one or more users of that type of communications service in the Western U.S. area. B. Buyer desires to make an offer to purchase the CR assets of Motorola that are listed in Exhibit A ("Property"). This document constitutes Buyer's offer to purchase the property and, if accepted by Motorola in accordance with Paragraph

Champion Communication Services Inc – MODIFICATION AND RATIFICATION OF LEASE (December 13th, 1996)

1 MODIFICATION AND RATIFICATION OF LEASE This Modification and Ratification of Lease is made and entered into, effective the 24th day of July, 1995, between THE WOODLANDS CORPORATION (Lessor) and CHAMPION COMMUNICATIONS SERVICES, INC. (Lessee) for and in consideration of One Dollar ($1.00), and other good and valuable consideration. W I T N E S S E T H: 1. Lessor and Lessee hereby confirm and ratify (as modified below) all of the terms, conditions and covenants in that certain Lease Agreement dated November 10, 1994, modified by Modification and Ratification of Lease dated April 4, 1995, under which Lessee has leased 4,629 square feet of net rentable area in that building located at 1610 Woodstead Court, Suite 330, The Woodlands, Montgomery County, Texas. 2. Lessor and Lessee agree that effective August 1, 1995 ("Expansion Area Effective Date"), the area of the Premises shall be increased by 812 square feet of net

Champion Communication Services Inc – AGREEMENT (December 13th, 1996)

1 [MOTOROLA LOGO] MOTOROLA MASTER RADIO SERVICE SOFTWARE LICENSE AGREEMENT (C) Motorola 1994 ------------------------------------------------------------------------------- This Master Radio Service Software License Agreement ("License Agreement") is made and entered into by and between Motorola, Inc. ("Motorola") and the Licensee named below ("Licensee"). In accordance with the following terms and conditions, Motorola agrees to grant to Licensee and Licensee agrees to obtain from Motorola, a limited license for Motorola's Radio Service object code software, including any supplements, or any updates to any such item of software delivered to the Licensee from Motorola under the terms of this License Agreement, including any other standard object code software, documentation and materials provided by Motorola to Licensee

Champion Communication Services Inc – ESCROW AGREEMENT (December 13th, 1996)

1 ESCROW AGREEMENT THIS AGREEMENT made as of the 29th day of July, 1996. A M O N G : ALBERT F. RICHMOND, of the State of Texas DAVID A. TERMAN, of the State of Texas (hereinafter collectively called the "Security Holders") OF THE FIRST PART - and - EQUITY TRANSFER SERVICES INC., a company incorporated under the laws of the Province of Ontario (hereinafter called the "Escrow Agent") OF THE SECOND PART - and - CHAMPION COMMUNICATION SERVICES, INC., a company incorporated under the laws of the State of Delaware (hereinaf

Champion Communication Services Inc – OFFER TO BUY AND BILL OF SALE AGREEMENT (December 13th, 1996)

1 OFFER TO BUY AND BILL OF SALE AGREEMENT This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and entered into as of the Agreement Date (defined in Paragraph 1 below) by and between Motorola, Inc. a Delaware corporation, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion Communication Services, Inc., a (corporation) Cross Out Two, with its principal office at Houston, Texas ("Buyer"). Motorola and Buyer agree as follows: BACKGROUND FACTS A. Motorola has engaged providing community repeater ("CR") communication service to one or more users of that type of communications service in the Western U.S. area. B. Buyer desires to make an offer to purchase the CR assets of Motorola that are listed in Exhibit A ("Property"). This document constitutes Buyer's offer to purchase the property and, if accepted by Motorola in accordance with Paragraph 1

Champion Communication Services Inc – OFFER TO BUY AND BILL OF SALE AGREEMENT (December 13th, 1996)

1 OFFER TO BUY AND BILL OF SALE AGREEMENT This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and entered into as of the Agreement Date (defined in Paragraph 1 below) by and between Motorola, Inc. a Delaware corporation, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion Communications Service, Inc., a (corporation) - Cross Out Two, with its principal office at Houston, Texas ("Buyer"). Motorola and Buyer agree as follows: BACKGROUND FACTS A. Motorola has engaged providing community repeater ("CR") communication service to one or more users of that type of communications service in the Western U.S. area. B. Buyer desires to make an offer to purchase the CR assets of Motorola that are listed in Exhibit A ("Property"). This document constitutes Buyer's offer to purchase the property and, if accepted by Motorola in accordance with Paragraph

Champion Communication Services Inc – LEASE AGREEMENT (December 13th, 1996)

1 LEASE AGREEMENT WOODSTEAD BUILDING 1610 WOODSTEAD COURT THE WOODLANDS, MONTGOMERY COUNTY, TEXAS THE STATE OF TEXAS ) ) COUNTY OF MONTGOMERY ) THIS LEASE AGREEMENT (the "Lease") is made and entered into on this the 10th day of November, 1994, between THE WOODLANDS CORPORATION, a Delaware corporation, whose address for purposes hereof is 2201 Timberloch Place, The Woodlands, Texas 77380, hereinafter called "Lessor", and CHAMPION COMMUNICATIONS SERVICES, INC., a Delaware corporation, whose address, for the purposes hereof is 1111 Bagby, Suite 2121, Houston, Texas 77002, hereinafter called "Lessee". W I T N E S S E T H: 1. Leased Premises. Upon the terms, provisions and conditions hereinafter set forth, Lessor does hereby lease, demise and let to Lessee, and Lessee does hereby le

Champion Communication Services Inc – SECURITY AGREEMENT (December 13th, 1996)

1 SECURITY AGREEMENT SECURITY AGREEMENT, dated as of July 28, 1995, between CHAMPIONS COMMUNICATIONS SERVICES, INC., a Delaware corporation, its successors and assigns (the "Debtor"), and ALBERT F. RICHMOND, (together with its successors and assigns, the "Secured Party"). RECITALS WHEREAS, the Secured Party has loaned the Debtor USD 50,000 as evidenced by the promissory note of the Debtor dated the date hereof (the "Note"); and WHEREAS, the Secured Party required, as a condition to its loan to the Debtor, that the Debtor execute and deliver this Security Agreement to the Secured Party as security for the Debtor's obligations under the Note. NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree and covenant as follows: ARTICLE 1 -

Champion Communication Services Inc – INDEMNIFICATION AGREEMENT (December 13th, 1996)

1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered into as of this _______ day of ______________, 1996, by and among Champion Communication Services, Inc., a Delaware corporation (the "Company"), and ___________________________, a _____________ resident ("Indemnitee"). WHEREAS, competent and experienced persons are reluctant to serve or to continue to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or indemnification (or both) against claims and actions against them arising out of their service to and activities on behalf of those corporations; WHEREAS, the current uncertainties relating to the availability of adequate insurance for directors and officers have increased the difficulty for corporations to attract and retain competent and experienced persons; WHEREAS, the Board of Directors of the

Champion Communication Services Inc – ASSET PURCHASE AGREEMENT (December 13th, 1996)

1 PAGES CONTAINING CONFIDENTIAL MATERIAL HAVE BEEN STAMPED "CONFIDENTIAL TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION." THE REDACTED MATERIAL HAS BEEN BLACKENED OR MARKED WITH A STAR (*). EXHIBIT 10.26 2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of August 30, 1996, by and between Champion Communication Services, Inc., a Delaware corporation ("Seller"), and Nextel Communications, Inc., a Delaware corporation ("Buyer"). RECITALS A. Seller operates a business (the "Business") for which Seller is licensed to operate (a) MHz specialized mobile radio ("SMR") two-way channels located pursuant to licenses described in Schedule 1 (the " Licenses") issued by the Federal Communications Commission ("FCC") and (b) MHz channels located at other places in

Champion Communication Services Inc – MODIFICATION AND RATIFICATION OF LEASE (December 13th, 1996)

1 MODIFICATION AND RATIFICATION OF LEASE This Expansion, Modification and Ratification of Lease is made and entered into, effective the 1st day of May, 1996, between WOODLANDS OFFICE EQUITIES - '95 LIMITED (Lessor") and CHAMPION COMMUNICATIONS SERVICES, INC. ("Lessee") for and in consideration of One Dollar ($1.00), and other good and valuable consideration. WITNESSETH: 1. Lessor and Lessee hereby confirm and ratify (as modified below) all of the terms, conditions and covenants in that certain written Lease Agreement ("Lease") between the parties dated November 10, 1994, modified by Modification and Ratification of Lease dated April 4, 1995 and modified by Modification and Ratification of Lease dated July 24, 1995, under which Lessee has leased from Lessor approximately 5,441 square feet of net rentable area in that building located at 1610 Woodstead Court, Suite 330, The Woodlands, Montgomery County, Texas ("Building"). 2

Champion Communication Services Inc – MODIFICATION AND RATIFICATION OF LEASE (December 13th, 1996)

1 MODIFICATION AND RATIFICATION OF LEASE This Modification and Ratification of Lease is made and entered into, effective the 4th day of April, 1995, between The Woodlands Corporation ("Lessor") and Champion Communications Services, Inc. ("Lessee"), for and in consideration of One Dollar ($1.00), and other good and valuable consideration. W I T N E S S E T H: 1. Lessor and Lessee hereby confirm and ratify (as modified below) all of the terms, conditions and covenants in that certain Lease ("Lease") between the parties dated November 10, 1994, under which Lessee has leased from Lessor approximately 3,036 square feet of net rentable area in that building located at 1610 Woodstead Court, Suite 300, The Woodlands, Montgomery County, Texas. 2. Lessor and Lessee agree that effective May 1, 1995 ("Expansion Area Effective Date"), the area of the Premises shall be increased by 1,593 square feet of net rentable area ("Expans

Champion Communication Services Inc – OFFER TO BUY AND BILL OF SALE AGREEMENT (December 13th, 1996)

1 OFFER TO BUY AND BILL OF SALE AGREEMENT This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and entered into as of the Agreement Date (defined in Paragraph 1 below) by and between Motorola, Inc. a Delaware corporation, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion Communication Services, Inc. a (corporation) (partnership) (sole proprietorship) - Cross Out Two, with its principal office at Houston, Texas ("Buyer"). Motorola and Buyer agree as follows: BACKGROUND FACTS A. Motorola has engaged providing community repeater ("CR") communication service to one or more users of that type of communications service in the Western U.S. area. B. Buyer desires to make an offer to purchase the CR assets of Motorola that are listed in Exhibit A ("Property"). This document constitutes Buyer's offer to purchase the property and, if accepted by Moto

Champion Communication Services Inc – NOTE AND SECURITY AGREEMENT (December 13th, 1996)

1 NOTE AND SECURITY AGREEMENT Date: January 2, 1995 Maker: Champion Communication Services, Inc. Payee: Champion Communications Company Place for Payment (include county): Champion Communications Company 3405 Milton, Suite 201 Dallas, Dallas County, Texas 75205 Principal Amount: Three Million, One Hundred Seventy-Seven Thousand Five Hundred Five Dollars ($3,177,505) Annual Interest Rate on Unpaid Principal from Date of Funding: The Prime Rate as set forth from time to time in The Wall Street Journal. Terms of Payment (principal and interest): The entire principal amount plus accrued interest shall be paid on demand, and if no demand previously has been made, on the one-year anniversary date hereof. Annual Interest Rate on Matured, Unpaid Amounts: Twelve percent (12%) per annum Maker promises to pay to the order of Payee at the plac