1 EXHIBIT 2.21 ASSET PURCHASE AGREEMENT DATED AS OF MAY 3, 1995

1
EXHIBIT 2.21

ASSET PURCHASE AGREEMENT

DATED AS OF MAY 3, ▇▇▇▇

▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇▇▇▇▇▇ WIRELESS SYSTEMS, INC.

AS SELLER

AND

▇▇▇▇▇▇ ▇. STORY, INC.

AS BUYER
2
TABLE OF CONTENTS

Page
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ARTICLE 1. CLOSING; EXCHANGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Closing, Closing Time, Date and Place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Transfer of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Assumption of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.6 Allocation of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF SELLER. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.1 Organization; Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.2 Authority; Enforceability; Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.4 Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.5 Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.6 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
2.7 Licenses and Applications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.8 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.9 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.10 Governmental Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
2.11 Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.12 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.13 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.14 Site . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.15 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.16 Amendments/Notices/Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.17 Regulatory Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.18 Interference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.19 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.20 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.21 Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.22 Further Representation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.1 Organization and Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.2 Authority; Enforceability; Non-Contravention . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.3 Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.4 Consents and Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE 4. COVENANTS PRIOR TO THE CLOSING DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.1 Conduct of Seller's Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.2 No Breach of Representations and Warranties by Seller . . . . . . . . . . . . . . . . . . . . . 12

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4.3 No Breach of Representations and Warranties by Buyer . . . . . . . . . . . . . . . . . . . . . . 12
4.4 Governmental Approvals; Other Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.5 Access . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.6 Regarding the HSR Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.7 Fulfillment of Conditions of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.8 Fulfillment of Conditions of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
4.9 Bulk Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.10 Employee Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.11 Exclusivity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.1 Representations and Warranties of Seller True at the Closing Time . . . . . . . . . . . . . . . 14
5.2 Performance of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.3 Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
5.4 Institution of Proceedings; Injunction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.5 Instruments of Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
5.6 Change in Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.1 Representations and Warranties of Buyer True at the Closing Time . . . . . . . . . . . . . . . . 15
6.2 Buyer's Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.3 Officer's Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
6.4 Institution of Proceedings; Injunction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
6.5 Assumption Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE 7. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.1 Provisions Regarding Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . 16
7.2 Indemnification by Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.3 Limitation on Claims of Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
7.4 Indemnification by Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7.5 Limitation on Claims of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7.6 Notice of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
7.7 Third Party Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE 8. TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
8.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE 9. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
9.2 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE 10. POST-CLOSING COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.1 Cooperation and Exchange of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.2 Noncompetition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
10.3 Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

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ARTICLE 11. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
11.1 Expenses of the Transaction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
11.2 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
11.3 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
11.4 No Modification Except in Writing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
11.5 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
11.6 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
11.7 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
11.8 Publicity; Announcements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.9 Consent to Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.10 Captions; Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.11 Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
11.12 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

EXHIBITS:

A - Mutual Release of Claims
B - Stock Pledge Agreement

SCHEDULES:

Schedule 2.3 - Financial Statements
Schedule 2.4 - Property
Schedule 2.5 - Accounts Receivable
Schedule 2.6 - Contracts
Schedule 2.7 - Licenses and Applications
Schedule 2.8 - Insurance Policies
Schedule 2.9 - Litigation
Schedule 2.13 - Intellectual Property
Schedule 2.15 - Liens
Schedule 2.16 - Amendments/Notices/Reports
Schedule 2.20 - Liabilities
Schedule 2.21 - Employees

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ASSET PURCHASE AGREEMENT

THIS AGREEMENT (the "Agreement"), is made and entered into as of the
3rd day of May, 1995, by and between UNITED STATES WIRELESS SYSTEMS, INC., a
Delaware corporation ("Seller"), and ▇▇▇▇▇▇ ▇. STORY, INC., a Texas corporation
("Buyer"). United States Wireless Cable, Inc., a Texas corporation ("Cable"),
▇▇▇▇▇▇ ▇. "▇▇▇▇▇" ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. Story ("Story") join in this Agreement
for the purposes set forth on the signature pages hereto.

W I T N E S S E T H:

WHEREAS, Seller desires to sell to Buyer its right, title and interest
in the Lubbock, Texas wireless cable television site (the "Site") and those
assets relating thereto herein described, and Buyer wishes to acquire same on
the terms and conditions herein set forth; and

WHEREAS, the terms used in this Agreement shall have the meanings
respectively ascribed to them in Article 10.

NOW, THEREFORE, the parties hereto hereby adopt the above recitals and
agree as follows:

ARTICLE 1. CLOSING; EXCHANGE.

1.1 CLOSING, CLOSING TIME, DATE AND PLACE. The closing (the
"Closing") of the transactions set forth herein shall take place at 10:00 A.M.,
Dallas, Texas time, on the date hereof at the offices of Arter, Hadden, ▇▇▇▇▇▇▇
& ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other time or
at such other place as Buyer and Seller may agree, but no later than June 1,
1995. (Hereinafter, such date is referred to as the "Closing Date", such time
on the Closing Date is referred to as the "Closing Time", and such offices are
referred to as the "Closing Place".)

1.2 TRANSFER OF ASSETS. Seller agrees that, at the Closing Time
and at the Closing Place, it shall transfer to Buyer all right, title, and
interest in and to all assets, real, personal and mixed, tangible and
intangible, owned or held by Seller and used in the conduct of the Wireless
Cable Business and operations of Seller at the Site (the "Business"), including
but not limited to all ARAs, Contracts, Governmental Permits, Licenses,
inventory, equipment, subscriber receiver equipment, head in site equipment,
transmitters and related equipment, accounts receivable, prepaid subscriber
amounts, all real property interests (including, without limitation, tower
location leases) and all buildings, structures, improvements, and fixtures of
every nature located thereon and interests therein owned or leased by Seller
and used or useful in the conduct of the Wireless Cable Business, tangible
assets, intellectual property rights, computer hardware, software and similar
materials and rights, all of Seller's right, title and interest in and to the
good will and other intangible assets of the Business, and Seller's financial
records and books of account or copies thereof relating to the Site and to the
Business; subject only to those

ASSET PURCHASE AGREEMENT - PAGE 1
6
liabilities referred to in Section 1.3 hereof (collectively, the "Assets").
Buyer and Seller, however, agree that the name "United States Wireless Systems"
is not included as part of the Assets, and Buyer covenants not to use the name
"United States Wireless Systems", or any other name that is substantially
similar thereto such that there is a likelihood of confusion as to the
identification of the operator or owner of the Business in Buyer's operation of
the Site. (Provided, as set forth in Schedule 2.13, assumed names under which
the Site has been marketed or operated shall be included in the Assets.)
Except as set forth herein, any other assets of Seller not included within the
definition of the Assets shall remain the property of Seller following the
Closing.

1.3 ASSUMPTION OF LIABILITIES. Buyer hereby agrees to assume only
the following liabilities associated with the Site (i) all liabilities under
ARAs, Contracts and Licenses, the time or performance of which takes place
after the Closing Date, (ii) the prorated items applicable to Buyer set forth
in Section 1.5 below attributable to the Assets after the Closing Date, and
(iii) any sales or transfer Taxes applicable to the sale of the Assets to Buyer
(collectively, the "Assumed Liabilities"). Seller acknowledges and agrees that
Buyer's assumption of the liabilities set forth herein shall not constitute a
waiver of or limitation on Buyer's rights under Article 7 hereof.

1.4 CONSIDERATION. As consideration for the sale of the Assets by
Seller, Buyer shall assume the Assumed Liabilities and pay to Seller $5 million
(the "Purchase Price"), as follows:

(a) On April 13, 1995, Story loaned to Cable the
principal sum of $250,000, with interest thereon at the rate of 12% per annum,
payable in full on the date hereof and secured by a pledge of 50,000 shares of
common stock (the "Collateral") of Heartland Wireless Communications, Inc.
("Heartland") owned by Cable (the "First Loan"). Story and Cable have agreed
to extend the maturity date of the First Loan until the Closing Date. On the
Closing Date, Cable shall repay the sum due and owing (including interest)
under the First Loan to Story, who shall simultaneously contribute said sum to
Buyer, which shall simultaneously pay said sum to Seller.

(b) On the Closing Date, Buyer shall pay $1,000,000 to
Seller, to be used exclusively by Seller to repay the FNB-▇▇▇▇▇▇ Loan.

(c) On the Closing Date, Buyer shall pay to Seller
$2,448,883 as follows: Pursuant to Section 2.2 hereof, Seller has represented
that all necessary corporate action on the part of Seller have been undertaken
to execute and deliver this Agreement and that the execution and delivery by
Seller of this Agreement, and consummation of the transactions contemplated
hereunder, shall constitute the legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with its terms. However, Seller
hereby discloses to Buyer that ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ each hold
a contractual right to a 5% interest (15% in the aggregate) in and to the
Purchase Price, which represents the proceeds from the sale of the Assets.
Seller and Buyer have agreed that $600,000 (15% of the Purchase Price) shall be
retained by Buyer (the "Retained Funds") and not paid to Seller until such time
as Seller shall have secured written agreements reasonably satisfactory to
Buyer from ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇

ASSET PURCHASE AGREEMENT - PAGE 2
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and ▇▇▇▇▇ ▇▇▇▇▇▇, respectively, fully releasing any and all of their claims to
any interest, contractual or otherwise, in and to the Assets and Site. Upon
the receipt by Buyer of said satisfactory written documentation, Buyer shall,
upon written instructions received from Seller, distribute to Seller, or to
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇▇, as applicable, such party's share
($200,000 each) of these Retained Funds. In addition, pursuant to Section
7.2(c) hereof, Seller shall indemnify, defend and hold harmless Buyer from and
against and claim by ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ and/or ▇▇▇▇▇ ▇▇▇▇▇▇ in and to the
Site or the Assets acquired by Buyer in excess of the Retained Funds.

(d) On the Closing Date, Story shall release and
relinquish any and all interests he has in Cable, Seller, their affiliates, and
the Assets, pursuant to the Mutual Release of Claims in the form annexed hereto
as Exhibit A. Story, Buyer, Cable and Seller agree the value of the interests
in Cable, Seller, their affiliates and the Assets has a value of $1.3 million,
which shall be deemed paid to Seller in reduction of the Purchase Price.

To facilitate the payment of the amounts described above, Seller, Buyer, Cable
and Story hereby agree that assuming a May 3, 1995 Closing Date, Buyer will
wire transfer to Seller $1,848,333, representing payment in full of the
Purchase Price (except for the Retained Funds) calculated as follows:

$5,000,000 Purchase Price
Less (251,667) First Loan Balance
Less (1,300,000) Story Redemption Price
Less (600,000) Retained Funds
Less (1,000,000) Directly wired by Buyer at
Seller's request to repay
FNB-▇▇▇▇▇▇ Loan

$1,848,333

1.5 ADJUSTMENTS. The operation of the Site and the income and
expenses attributable thereto up to 8:00 A.M. on the Closing Date shall be for
the account of Seller and thereafter shall be for the account of Buyer.
Prepaid subscriber fees (cash) shall be prorated on a daily basis between
Seller and Buyer for the month of Closing. Other items, such as power and
utility charges, rent, ad valorem real estate and other property taxes,
assessments and other similar charges shall be prorated between Seller and
Buyer as of the Closing Date. The parties will attempt to make and pay all
prorations and adjustments at the Closing. All prorations and adjustments not
made at the Closing shall be made and paid as a post-Closing adjustment within
sixty (60) days after the Closing Date and shall be made in accordance with
generally accepted accounting principles, consistently applied.

1.6 ALLOCATION OF PURCHASE PRICE. Within sixty (60) days of the
Closing Date, Buyer and Seller shall mutually agree upon the allocation of the
Purchase Price among the Assets.

ASSET PURCHASE AGREEMENT - PAGE 3
8
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF SELLER.

To induce Buyer to enter into this Agreement, Seller hereby represents
and warrants to Buyer that:

2.1 ORGANIZATION; GOOD STANDING. Seller is, and at the Closing
Time shall be, a corporation duly organized in Delaware, validly existing and
in good standing under the laws of the state of Texas and has, and at the
Closing Time will have, full corporate power and authority to conduct all of
the business and activities conducted by it (including without limitation the
Business) and to own or lease all of the Assets owned or leased by it.

2.2 AUTHORITY; ENFORCEABILITY; NON-CONTRAVENTION. Seller has full
power and authority to execute and deliver this Agreement and all other
documents required to be executed and delivered by Seller hereunder, to
consummate the transactions hereby contemplated, and to take all other actions
required to be taken by Seller pursuant to the provisions hereof. This
Agreement and all other documents required to be executed and delivered by
Seller hereunder have been duly authorized by all corporate action necessary on
the part of Seller and have been duly or will be duly executed and delivered by
Seller and constitute the legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their terms. Neither the
execution nor delivery of this Agreement and all other documents required to be
executed and delivered by Seller hereunder or the consummation of the
transactions hereby contemplated by Seller will (i) constitute any violation or
breach of the (A) Articles of Incorporation or the Bylaws of Seller, or (B) any
material Contract to which Seller is a party or is bound which constitute a
portion of the Assets, or (ii) constitute a material violation of any Order or
Legal Requirement, or (iii) result in the creation of any Lien on any of the
Assets.

2.3 FINANCIAL STATEMENTS. (a) Schedule 2.3 lists the unaudited
financial statements of Seller as of, and for the period ending December 31,
1994, including the balance sheets and related statements of income and expense
with respect to the Site (collectively, the "Financial Statements"). The
Financial Statements are in accordance with the books and records of Seller are
complete and correct, fairly present the financial position and results of
operations of Seller with respect to the Site and the Business as of the date
thereof and for the periods referenced therein, all in accordance with
generally accepted accounting principles, and have been delivered to Buyer.

(b) Since the date of the Financial Statements, except as
set forth on Schedule 2.3, (i) Seller has conducted its business (including
without limitation the Business) in the ordinary, regular course thereof; (ii)
there has been no change in the business of Seller or in the condition,
financial or otherwise, of Seller or assets or liabilities reflected in the
Financial Statements which have had a Material Adverse Effect upon the Site, or
any damage, destruction or loss, whether or not covered by insurance, which has
had a Material Adverse Effect on the Business or the Assets or which is
substantial in amount, or any change in the nature, or in the condition, of the
business of Seller which has had a Material Adverse Effect upon the Site; or
any event, condition or state of facts or any character whatsoever, the
occurrence of which has had a Material Adverse Effect upon the Site; (iii)
except in the ordinary and regular course of

ASSET PURCHASE AGREEMENT - PAGE 4
9
its business, Seller has not made any dispositions of any of the Assets,
disposed of any records relating to the Assets, borrowed any funds, incurred,
assumed or become subject to any obligation or liability, indebtedness for
borrowed money, absolute or contingent paid, discharged, or satisfied any
claim, liability or obligation, absolute, accrued, contingent or otherwise,
cancelled any debts owed to it or waived any claims or rights of value, or
granted or extended any power of attorney or acted as any guarantor, all with
respect to or as relate to the Assets; and (iv) Seller has not done any act or
permitted to be done any act or admitted any act which has or will cause the
breach of any representation or warranty of Seller set forth in this Agreement.

(c) Seller has, and at the Closing Time, will have, no
liabilities, absolute, contingent or otherwise, direct or indirect, material or
immaterial, asserted or unasserted, attributable to the Site or to the Business
or Assets, except as set forth on Schedule 2.3 attached hereto.

2.4 PROPERTY.

(a) Schedule 2.4 lists as of the date thereof all of the
tangible personal property owned and used by Seller in connection with the
Business, including in summary form, the aggregate or other summary of the
types of property and equipment installed at a subscriber's location, and
including, but not limited to, all equipment associated with receiving and
distributing signals at the head-end site and all other antennae and all
electronic equipment, transmitters, satellite receivers, modulators, earth
stations and associated equipment, head-end amplifiers and associated
equipment, amplifiers, distribution plant, programming signal descramblers for
service which has commenced scrambling, subscriber's devices, converters, local
origination equipment, if any, test equipment, machinery, spare equipment and
parts inventory, equipment inventory, supplies, furnishings and other personal
property.

(b) To the best of Seller's knowledge, all of such
tangible personal property is in good and serviceable condition, free and clear
of any known defects, is suitable for the uses for which it is intended and
used, and which is all of the equipment and facilities that are used, usable,
held for use in or in conjunction with or otherwise associated with, required
or necessary to the ownership and operation of the Site, including but not
limited to, the stations authorized by the FCC Licenses and the FCC Permits in
the Site as owned, operated or proposed as of the date hereof and as of the
Closing Time. All warranties made with respect to that portion of the Assets
constituting the tangible personal property in effect prior to the Closing and
which will remain in effect subsequent to the Closing will be assigned to and
be enforceable by Buyer.

(c) Schedule 2.4 lists all leasehold and other interests in
real property, buildings and improvements, associated with the Site. There is
no construction-in-progress of any towers, fixtures, vaults or pedestals
attributable to the Site. Seller owns no real property associated with the
Site.

2.5 RECEIVABLES. All accounts receivable of the Business are
reflected in Schedule 2.5 and represent, and at the Closing Time will
represent, valid obligations arising from sales

ASSET PURCHASE AGREEMENT - PAGE 5
10
made in the ordinary and regular course of the Business. The accounts
receivable are valid receivables that have arisen in the ordinary course of the
operation of Seller's Business within the Markets and, to the best of Seller's
Knowledge, are collectible and not subject to setoff or counterclaim, nor to
any agreement to reduce or discount.

2.6 CONTRACTS. (a) Schedule 2.6 is a complete and correct list
of all Contracts other than (i) policies of insurance which are listed in
Schedule 2.8, (ii) purchase orders or sales orders, if any, executed in the
ordinary course of business at current prices, (iii) commitments not exceeding
FIVE THOUSAND DOLLARS ($5,000) for any single contract, and (iv) contracts that
are cancelable on notice of thirty (30) days or less and will not involve a
commitment in excess of FIVE THOUSAND DOLLARS ($5,000) for the remaining term
of such contract.

(b) Except as set forth on Schedule 2.6, Seller has
performed, and at the Closing ▇▇▇▇ ▇▇▇▇▇▇ will have performed, in all respects
all obligations required to be performed by it under each of the Contracts.
Except as set forth on Schedule 2.6, all of the Contracts are, and at the
Closing Time will be, legal, valid and binding obligations enforceable in
accordance with their respective terms and in full force and effect and there
are no defaults (or events which, with notice or lapse of time or both, would
constitute a default) by Seller, or any other party to any such Contract.
Except as otherwise set forth in Schedule 2.6, no default under any of the
Contracts will be caused by the consummation of the transactions contemplated
hereby. Any Contracts set forth in the name of other Persons, as lessee, have
been duly and validly assigned with all requisite consents and approvals of all
parties thereto (including, without limitation, the Institutions) to Seller,
and remain in full force and effect as if Seller were the initial "lessee"
thereunder. There exists no management or related agreements between Seller
and any of its Affiliates with respect to the Assets which would require Buyer
to make any payment whatsoever in the form of management fees or related
payments to Cable, Seller or its Affiliates with respect to the Assets and
Business following the Closing.

(c) Except as expressly noted on Schedule 2.6, no default
or termination has been threatened in writing under any of the Contracts by any
party thereto. Except as otherwise expressly noted on Schedule 2.6, the
Capacity Lease Agreements comply in all respects with the Act and the FCC Rules
and, each of the Capacity Lease Agreements, and all amendments thereto, have
been filed with and approved by the FCC. Each of the Capacity Lease
Agreements, with respect to ______________ Channels provides the lessee
(Seller) thereunder with the right to transmit video and audio programming on
the associated Channels allows for "channel mapping" and "channel loading", and
provides for an initial term of at least ten (10) years, none of which expires
prior to [___________________].

(d) Each Site Lease and Site Option allows for the use
and operation on the leased property of transmitters, antenna structures,
antennas and other associated facilities and permits the transmission from the
property of signals containing video and audio programming.

ASSET PURCHASE AGREEMENT - PAGE 6
11
(e) True, complete and accurate copies of all Contracts
have been delivered to Buyer by Seller.

2.7 LICENSES AND APPLICATIONS.

(a) Listed in Schedule 2.7 are all of the Licenses held
or leased by Seller. All Licenses are in the name of the Person set forth in
Schedule 2.7. All reports or other documents required to be filed with respect
to any such License have been timely filed.

(b) Schedule 2.7 indicates also all Applications. The
information contained in each Application is materially true and correct. Each
Person which is a signatory to an Application is authorized under FCC rules to
file such Application.

2.8 INSURANCE. Schedule 2.8 is a complete and correct list and
brief description of all insurance policies held by Seller related to the
Assets, and which are, and will be immediately after the Closing Time, in full
force and effect.

2.9 LITIGATION. Except as set forth in Schedule 2.9, there is no
Proceeding pending, or to Seller's knowledge threatened, against Seller
relating to the Assets or the propriety or validity of the transactions
contemplated hereby. Except as set forth in said Schedule 2.9 Seller is not,
and at the Closing Time will not be, subject to or in default under or with
respect to any Order. There are no judgments of any court which in any way may
currently constitute the lien or at some future time may be perfected into a
lien upon or against any portion of the Assets, and, there is no litigation or
Proceeding pending or threatened against, relating to or affecting any portion
of the Business or the Assets.

2.10 GOVERNMENTAL PERMITS. (a) Seller owns, holds or possesses,
and at the Closing Time will own, hold or possess, all Governmental Permits
which are necessary to entitle it to own or lease, operate and use its Assets
and to carry on and conduct its business as currently conducted except with
respect to Applications for which Licenses have not been granted, if any. To
Seller's knowledge, there are no existing or threatened investigations,
inquiries or proceedings by or before the FCC which could result in the
revocation, cancellation, suspension, forfeiture or material adverse
modification of any FCC authorization or Application.

(b) The FCC Licenses and the FCC Permits listed on
Schedule 2.7 attached hereto, constitute all of the FCC Authorizations held or
leased by Seller with respect to each Market and are all of the FCC
Authorizations used, useable, held for use in or in conjunction with or
otherwise associated with, required or necessary to the lawful operation of
each Market or the Business. Except as otherwise expressly noted on Schedule
2.7, each of the FCC Licenses and the FCC Permits (i) is currently and validly
held by the Person identified as the holder thereof on Schedule 2.7, (ii)
authorizes said holder to construct and operate a facility transmitting video
and audio programming on the Channels, (iii) was validly issued, (iv) is

ASSET PURCHASE AGREEMENT - PAGE 7
12
validly existing and in full force and effect, and (v) is not subject to any
conditions other than such conditions as are generally applicable to licenses
and permits issued by the FCC with respect to MDS or MMDS Channels.

2.11 COMPLIANCE WITH LAWS. Except as would not have a Material
Adverse Effect, Seller has, and at the Closing Time will have, complied in all
respects with all applicable Legal Requirements and Orders of any Governmental
Authority having jurisdiction over it or its operations with respect to each
Market, including, but not limited to, all FCC Rules and any laws (including
Environmental Laws), rules or regulations regulating, if applicable, zoning,
fair and equal employment practices, the safety of the workplace, the discharge
of materials into the Environment or otherwise relating to the protection of
the Environment, antitrust, antimonopoly or anticompetitive activities, wages,
hours, collective bargaining and the payment of withholding and social security
taxes. There are no Orders outstanding or in effect against or relating to
Seller, the Assets, the transactions contemplated by this Agreement, or, to the
best of Seller's Knowledge, any of the parties to capacity Lease Agreements,
other than Orders issued with respect to the Wireless Cable industry generally
and in the normal course of regulation, which could, individually or in the
aggregate, (i) have a Material Adverse Effect, (ii) hinder Seller's ability to
fully perform its material obligations under this Agreement, or (iii)
eliminate or materially diminish the benefits of this Agreement for Buyer.
Seller has not received any notice (written or otherwise) from any Person to
the effect that, or otherwise been advised that, Seller is not in compliance
with any applicable law, ordinance, regulation, building or zoning law relating
to the Assets or the Business and the Seller has no reason to anticipate that
any presently existing circumstances are likely to result in a violation of any
such law, statute, ordinance or regulation.

2.12 ENVIRONMENTAL MATTERS. (a) Seller has not, and at the
Closing Time will not have nor allowed there to be used, generated,
manufactured, refined, transported, treated, stored, leaked, poured, emitted,
emptied, released, discharged, disposed, spilled or handled Hazardous
Substances in material violation of any Environmental Law with respect to the
property under Seller's control at any Facility.

(b) Seller has no Knowledge of any prior owner, occupant,
tenant or user of any Facility that has ever used, generated, manufactured,
refined, transported, treated, stored, leached, leaked, poured, emitted,
emptied, released, discharged, disposed, spilled or handled Hazardous
Substances in material violation of any Environmental Law, at, on or from the
property under Seller's control at any Facility.

(c) Seller has not received notice of any pending or
threatened Proceeding, Order or citizen suit instituted by any private party,
employee or Governmental Authority arising out of the conduct or the operations
of its business, in connection with Environmental Laws, or as a result of any
Environmental Condition relating to the property under Seller's control at any
Facility.

2.13 INTELLECTUAL PROPERTY. Schedule 2.13 is a complete and
correct list of all Intellectual Property owned or used by Seller in the
Business in any Market. No person has any

ASSET PURCHASE AGREEMENT - PAGE 8
13
right to receive any royalty or similar payment arising from the Intellectual
Property. Except as set forth on said Schedule 2.14, Seller owns, and at the
Closing Time will own, each of said properties; has not granted, and at the
Closing Time will not have granted, to any other Person any interest in any of
said properties, as licensee or otherwise; and has, and at the Closing Time
will have, filed all certificates, affidavits and other documents, and taken
all other actions, necessary to retain its title to said properties and to keep
the same in effect. None of said properties is invalid and none infringes upon
the personal or property rights of any third party. From and after the
Closing, Buyer will own or will have the right to use all of the Intellectual
Property required or desirable to conduct the Business as it is conducted by
Seller in any Market or as it is contemplated to be conducted by this Agreement
and Buyer.

2.14 TAXES AND FEES. Seller has timely filed all Federal, state
and local tax returns required to be filed by Seller. Seller has paid and
shall pay all Taxes due and payable for all periods ending prior to the Closing
Date. Buyer shall pay and will pay any and all taxes due and payable for all
periods beginning with the closing date.

2.15 LIENS. Except as set forth on Schedule 2.15, Seller has, and
will have at the Closing Time, good, valid and marketable title to all of its
Assets conveyed hereby, other than those held under Licenses or Leases or
represented by Contracts, free and clear of all Liens, except for the lien, if
any, of current Taxes not yet due and payable. Except as set forth on any of
the Schedules hereto, as to any of the Assets which are held under Licenses or
represented by Contracts, none of Seller's rights under such Licenses or
Contracts are subject to a Lien.

2.16 AMENDMENTS/NOTICES/REPORTS. Listed on Schedule 2.16 attached
hereto are all the amendments submitted, and the notices, reports and other
documents filed by Seller and, to the best of Seller's Knowledge, the FCC
Licensees with respect to each Market, the FCC Licenses, the FCC Permits, the
Assets and each Market to and with the FCC, the FAA and any other Governmental
Authority. Except as otherwise expressly noted on Schedule 2.16, Seller and,
to the best of Seller's Knowledge the FCC Licensees and the FCC Permittees have
each timely submitted to the FCC, the FAA and all other Governmental
Authorities all notices, reports and other documents which have been or are
required by the Act, the FCC Rules, the FAA Rules and other Legal Requirements
with respect to each Market, the FCC Licenses, the FCC Permits, the Assets and
each Market, except where the failure to do so would not (i) have a Material
Adverse Effect, (ii) hinder Seller's ability to fully perform its material
obligations under this Agreement, or (iii) eliminate or materially diminish the
benefits of this Agreement for Buyer. Except as otherwise expressly noted on
Schedule 2.16 no petitions to deny or informal objections have been filed
against any of the amendments listed on Schedule 2.16. True, complete and
accurate copies of all amendments, notices, reports and other documents filed
by Seller and to the best of Seller's Knowledge, the FCC Licensees and the FCC
Permittees with respect to each Market, the FCC Licenses, the FCC Permits, the
Assets and each Market with the FCC, the FAA, the Copyright Office and other
Governmental Authorities have been delivered to Buyer by Seller.

2.17 REGULATORY COMPLIANCE. Except as otherwise expressly noted on
the Schedules attached hereto, Seller and, to the best of Seller's Knowledge,
the FCC Licensees and the FCC

ASSET PURCHASE AGREEMENT - PAGE 9
14
Permittees are in material compliance with, and not in default under or in
violation of, the Act, the FCC Rules, the FAA Rules, the Copyright Act, the
Copyright Rules, other Legal Requirements applicable to the FCC Licenses or FCC
Permits with respect to the Site. Except as otherwise expressly noted on the
Schedules attached hereto, Seller has no Knowledge and has received no notice
of noncompliance with, default under or violation of the Act, the FCC Rules,
the FAA Rules, the Copyright Act, the Copyright Rules, other Legal Requirements
and the applicable FCC Licenses or FCC Permits. No condition exists or event
has occurred with respect to Seller and, to the best of Seller's Knowledge, the
FCC Licensees, the FCC Permittees, or any of the FCC Licenses or FCC Permits
which, in itself or with giving of notice or the lapse of time or both, would
(i) constitute or result in a violation of the Act, any FCC Rule, any FAA Rule,
the Copyright Act or the Copyright Rules, (ii) constitute a default in the due
performance and observation of any term, covenant or condition of any of the
FCC Licenses or FCC Permits, (iii) result in a forfeiture, the denial,
dismissal or rejection of any of the Schedule 2.16 amendments, or the
suspension, termination, revocation, material impairment, material adverse
modification or nonrenewal of any FCC License or FCC Permit, or (iv) adversely
affect any of the material rights of Seller, any FCC Licensee or FCC Permittee
under any of the FCC Licenses or FCC Permits.

2.18 INTERFERENCE. Neither Seller nor any party to a Capacity
Lease Agreement has accepted the electrical interference to the Channels from
any source, has consented to the grant of any application involved with the FCC
that is likely to result in any electrical interference to the channels, or has
failed to timely petition to deny any application that proposes facilities that
would theoretically or actually cause objectionable electrical interference to
the Channels. Except as otherwise expressly noted on the Schedules attached
hereto, and to the best of Seller's Knowledge, no FCC Licensee or FCC Permittee
or any other party to a Capacity Loan Agreement in any Market is likely to
experience interference which will adversely impact operation of the facilities
it has constructed and/or operated, once such facilities are constructed and
operated, or is likely to create interference which will adversely impact the
operation of other facilities licensed by the FCC to other Persons; for
purposes of this Section 2.18, interference shall be deemed to exist if within
an FCC Licensee's protected service area, the ratio of the desired signal to
the undesired signal, at the antenna input terminals of the affected received,
is less than 45 dB.

2.19 CONSENTS AND APPROVALS. Subject Other than the Consents
listed in Schedule 2.19 (which Seller is to use its best efforts to obtain
pursuant to Section 10.3), Seller has, or by Closing will have, obtained any
and all Consents, authorizations and approvals, secured all exemptions, given
any and all notices and made any and all filings, whether required by contract,
Legal Requirement or Order, necessary to the consummation of the transactions
contemplated herein and to the execution, delivery and performance by it of its
obligations under this Agreement. Without limiting the generality of the
above, Seller (i) has, or by Closing will have, given any and all notices and
made any and all filings with the FCC that are necessary to the consummation of
the transactions contemplated herein and to the execution, delivery and
performance by it of its obligations under this Agreement, and (ii) subject to
Section 10.3 hereof, has, or by Closing will have, obtained all necessary
Consents required under the Contracts, Licenses and Government Permits. Each
of the Consents have been fully executed

ASSET PURCHASE AGREEMENT - PAGE 10
15
and delivered by a Person with full power and authority to execute, deliver and
perform it, is validly existing and in full force and effect, and constitutes a
valid and legally binding agreement and obligation, enforceable in accordance
with its terms against the identified Institution. True, complete and accurate
copies of all such Consents, authorizations, approvals, exemptions, filings,
registrations and notices have been, or will be by the Closing Time, delivered
to Buyer by Seller.

2.20 LIABILITIES. Other than the Liabilities listed on Schedule
2.20, there exists no indebtedness or liability of any nature, absolute or
contingent, known or unknown, liquidated or unliquidated, with regard to the
Assets or to the Business or with respect to which a creditor could have
recourse to the Assets or to the Business or the holder thereof, and there
exists no known basis for the assertion of any such indebtedness or liability.

2.21 EMPLOYEES. The employees listed on Schedule 2.21 are Seller's
only employees associated with the Site. Except as set forth on Schedule 2.21
hereof, Seller does not have and has not had any bonus, deferred compensation,
incentive compensation, severance or termination pay, hospitalization or other
medical, stock purchase, stock option, pension, life or other insurance, profit
sharing or retirement plan, agreement or arrangement, or other employee benefit
plan or arrangement, whether formal or informal, and whether legally binding or
not, maintained or contributed to by Seller ("Benefit Plan"). Seller has not
been a party to a "multiemployer plan" as that term is defined in Section 3(37)
of the Employee Retirement Income Security Act of 1974, as amended. With
respect to the Benefit Plans listed on Schedule 2.21 hereof, (i) all payments
due from Seller to date for the employees with respect to such Plans have been
made and all amounts properly accrued to date as Liabilities of Seller are set
forth on Schedule 2.21 hereof; and (ii) all reports and information relating to
such Plan required to be filed with any governmental entity have been filed.
Seller has not (i) experienced any material labor disputes or work stoppages,
or (ii) received any notice that there is any unfair labor practice, charge or
complaint pending or threatened, except as is already set out herein.

2.22 FINDER'S FEES. Seller has not taken any action which would
impose upon the Buyer any obligation or liability to any person for finder's
fees, agent's commissions or like payments in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby.

2.23 FURTHER REPRESENTATION. No representation or warranty of
Seller contained in this Agreement contains or will contain any untrue
statement or will admit to or state a material fact necessary in order to make
the statements made herein, in light of the circumstances under which they are
made, not misleading. All books, statements, documents, schedules and records
furnished or given by it to Buyer or Buyer's agents during the negotiation of
or preparatory to the execution of this Agreement or the consummation of the
transactions contemplated hereby, are true, complete and genuine and contain no
material misrepresentations or omissions of material facts.

ASSET PURCHASE AGREEMENT - PAGE 11
16
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF BUYER.

Buyer hereby represents and warrants to Seller that:

3.1 ORGANIZATION AND GOOD STANDING. Buyer is, and at the Closing
Time will be, a Delaware corporation duly organized, validly existing and in
good standing under the laws of its State of its organization.

3.2 AUTHORITY; ENFORCEABILITY; NON-CONTRAVENTION. Buyer has full
power and authority to execute and deliver this Agreement and all other
documents required to be executed by it, to consummate the transactions hereby
contemplated, and to take all other actions required to be taken by it pursuant
to the provisions hereof. This Agreement and all other documents required
hereby have been duly executed and delivered by Buyer and constitute the legal,
valid and binding obligations of Buyer enforceable against Buyer in accordance
with their respective terms. Neither the execution nor delivery of this
Agreement and all other documents required to be executed and delivered by
Buyer hereunder or the consummation of the transactions hereby contemplated by
Buyer will constitute a violation or breach of the Certificate of Incorporation
or the Bylaws of Buyer.

3.3 LITIGATION. There is no Proceeding pending or, to Buyer's
Knowledge, threatened against or affecting Buyer that could reasonably be
expected to result in issuance of an Order restraining, enjoining or otherwise
prohibiting or making illegal the consummation of any of the transactions
contemplated hereby.

3.4 CONSENTS AND APPROVALS. No consent, approval or authorization
of, or declaration, filing or registration with, any Governmental Authority is
required on behalf of Buyer in connection with the execution, delivery or
performance of this Agreement and all documents contemplated hereby or the
transactions contemplated hereby.

3.5 PRIOR EMPLOYMENT OF STORY. Story, an agent for or principal
of Buyer, has been the President and a member of the Board of Directors of
Seller. In such capacities, Story has had operational responsibility for the
Site. The parties to this Agreement hereby acknowledge that, except as
hereafter described, all knowledge of the Site and the Business possessed by
Story individually is also possessed by Buyer and no violation of a Seller's
representation or warranty may be raised by Buyer or indemnification by Buyer
sought if the information was known by Story, the alleged violation was under
Story's supervision while President of Seller, or the information becomes
available or the event occurs while Story is managing the Site pending the
Closing Date. The foregoing limitation on the representations, warranties,
indemnities of Seller shall not apply, however, to the representations and
warranties set forth in sections 2.1 (organization), 2.2 (authority), 2.3
(financial statements), 2.4 (property), 2.6 (contracts), 2.7 (licenses and
applications), 2.9 (litigation), 2.14 (site), 2.15 (liens), 2.19 (consents),
2.20 (liabilities) and 2.21 (employees), all of which representations and
warranties are made by Seller irrespective of any knowledge of Story.

ASSET PURCHASE AGREEMENT - PAGE 12
17
ARTICLE 4. COVENANTS PRIOR TO THE CLOSING DATE.

Subsequent to the date of this Agreement and prior to the Closing
Time:

4.1 CONDUCT OF SELLER'S BUSINESS. Seller will (a) pay and perform
all of its debts, liabilities and obligations relating to the Licenses and
Contracts at the Site as and when due, except to the extent being contested in
good faith and as to which adequate reserves (determined in accordance with
generally accepted accounting principles) have been established, and perform
its material obligations under all Licenses and Contracts, and (b) comply in
all material respects with all Governmental Rules that may be applicable to the
Assets.

4.2 NO BREACH OF REPRESENTATIONS AND WARRANTIES BY SELLER. Seller
agrees that (a) Seller will not take any action, and will endeavor in good
faith not to permit any event to occur, which would cause or constitute a
material breach, or would, if such action or event had occurred prior to the
date of this Agreement, have caused or constituted a material breach, of any of
the representations and warranties set forth in Article 2 hereof; (b) Seller
will, in the event of, and promptly after the occurrence of, or promptly after
becoming aware of the occurrence of or the impending or threatened occurrence
of, any event which would cause or constitute a material breach or would, if it
had occurred immediately prior to the date hereof, have caused or constituted a
material breach of any of the representations and warranties set forth in said
Article 2, give notice thereof to Buyer; and (c) Seller shall use its best
efforts to prevent or promptly to remedy such breach.

4.3 NO BREACH OF REPRESENTATIONS AND WARRANTIES BY BUYER. Buyer,
and its agent Story, agree that (a) Buyer will not take any action, and it will
endeavor in good faith not to permit any event to occur, which would cause or
constitute a material breach, or would, if such action or event had occurred
prior to the date of this Agreement, have caused or constituted a material
breach, of any of its representations and warranties set forth in Article 3
hereof; (b) Buyer, and its agent Story, will, in the event of, and promptly
after the occurrence of or promptly after becoming aware of the occurrence of,
or the impending or threatened occurrence of, any event which would cause or
constitute a material breach or would, if it had occurred immediately prior to
the date hereof, have caused or constituted a material breach of any of the
representations and warranties set forth in said Article 3, give detailed
notice thereof to Seller; and (c) Buyer, and its agent Story, shall use its
best efforts to prevent or promptly to remedy such breach.

4.4 GOVERNMENTAL APPROVALS; OTHER ACTION. Each of Seller and
Buyer shall use its best efforts to obtain all required approvals from
Governmental Authorities with respect to Governmental Permits.

4.5 ACCESS. Buyer and its officers, employees and representatives
(including independent public accountants, investment bankers, environmental
consultants and counsel), as applicable, will at all reasonable times during
regular business hours be permitted reasonable access to the Site, and will be
permitted to make copies of or abstracts from all of the books and records,
financial and operating data and other information of Seller related to the
Site, and will

ASSET PURCHASE AGREEMENT - PAGE 13
18
be permitted to discuss the affairs, and accounts of Seller relating to the
Site with the directors, officers, employees, counsel, and accountants of
Seller. Such investigation shall not, however, affect the representations and
warranties of Seller set forth in Article 2 hereof or the limitation thereof in
Section 3.5. In the event the transactions contemplated hereby should not
close for any reason, Buyer agrees that it will promptly return to Seller all
such documents (including copies thereof) furnished by Seller to Buyer and its
representatives and Buyer shall hold in confidence and shall not use or
disclose to any third party any information concerning Seller obtained from
such documents or otherwise in connection with the transactions contemplated by
this Agreement unless (a) such information was at the time of its use or
disclosure to any third party by Buyer in the public domain other than as a
result of any breach of this provision by Buyer or (b) such disclosure is
required by law.

4.6 REGARDING THE HSR ACT. The parties agree to cooperate with
each other in obtaining any necessary regulatory or other approvals, consents
and waivers under the HSR Act, if applicable.

4.7 FULFILLMENT OF CONDITIONS OF BUYER. Seller agrees to use its
best lawful efforts to effectuate the transactions hereby contemplated and to
fulfill the conditions of Buyer set forth in Article 5 hereof.

4.8 FULFILLMENT OF CONDITIONS OF SELLER. Buyer agrees to use its
best lawful efforts to effectuate the transactions hereby contemplated and to
fulfill the conditions of Seller set forth in Article 6 hereof.

4.9 BULK SALE. Buyer hereby waives Seller's compliance, if any is
required, with any bulk sales law applicable to the sale of Assets contemplated
herein. Any loss, liability, obligation or cost suffered by Buyer or Seller as
a result of the failure of Seller to comply with the provisions of any bulk
sales law applicable to the sale and transfer of the Assets shall be borne
solely by Seller.

4.10 EMPLOYEE MATTERS. Buyer shall have no obligation whatsoever
to hire any of the employees of Seller. However, at the option of Buyer, Buyer
may request Seller to use its reasonable efforts to assist Buyer in hiring
certain designated employees of Seller (including releasing such employees from
applicable covenant not to compete and related agreements). Any employees so
hired shall be considered "newly hired" by Buyer and Buyer shall have no
liability whatsoever with respect to any matter (including, without limitation,
vacation and sick pay, severance pay, fringe benefits or alleged claims of any
nature and/or the EEOC claims disclosed in Section 2.9) relating to the
employment of such persons by Seller prior to the Closing Date. From and after
the Closing Date, Seller agrees that for a period of six (6) months Seller will
not hire or solicit to leave the employ of Buyer any former employee of Seller
hired by Buyer pursuant to this Section 4.10. Buyer and Story agree that for a
period of one (1) year Buyer and Story will not hire or solicit (directly or
acting on behalf of a third party) to leave the employ of Seller any current
employee of Seller, other than those predominantly located at the Site.

ASSET PURCHASE AGREEMENT - PAGE 14
19
4.11 EXCLUSIVITY. Until the Closing Date, Seller and Seller's
shareholders shall not initiate nor conduct nor participate in negotiations
with any party other than Buyer respecting the sale of all or any portion of
the Business or all or any portion of the Assets without prior written notice
to and consent by Buyer.

ARTICLE 5. CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER.

All obligations of Buyer to consummate the transactions contemplated
by this Agreement are subject to the fulfillment of each of the following
conditions, any or all of which may be waived in whole or in part by Buyer, in
its sole discretion:

5.1 REPRESENTATIONS AND WARRANTIES OF SELLER TRUE AT THE CLOSING
TIME. Subject to Section 3.5 hereof, each of the representations and
warranties contained in Article 2 hereof expressly made as of the Closing Time
shall be true in all material respects at and as of the Closing Time, and each
of the other representations and warranties contained in said Article 2 shall
be true in all material respects at and as of the Closing Time as though such
representations and warranties were made at and as of such time.

5.2 PERFORMANCE OF SELLER. Seller shall have in all material
respects performed and complied with each of the covenants and agreements of
Seller required by this Agreement to be performed or complied with by it prior
to or at the Closing Time.

5.3 OFFICER'S CERTIFICATES. Buyer shall have received (a) a
certificate of the Chief Executive Officer of Seller, dated the Closing Date,
certifying to the fulfillment on the part of Seller of the conditions specified
in Sections 5.1 and 5.2 of this Article 5; (b) a certificate of the Secretary
or Assistant Secretary of Seller, dated the Closing Date, stating that all
actions necessary to authorize the transactions hereby contemplated have
occurred; and (c) such other evidence with respect to the fulfillment of the
conditions specified in said Sections 5.1 and 5.2 as Buyer may reasonably
request.

5.4 INSTITUTION OF PROCEEDINGS; INJUNCTION. There shall not have
been instituted by any third party (including any Governmental Authority), any
bona fide Proceeding to restrain or invalidate the transactions contemplated by
this Agreement, and there shall not be in effect any injunction or restraining
order issued by a court of competent jurisdiction in a Proceeding against the
consummation of the transactions contemplated by this Agreement.

5.5 INSTRUMENTS OF TRANSFER. Seller shall have delivered to Buyer
all conveyances, covenants, deeds, assignments (including assignments with
respect to intellectual property), bills of sale, warranty deeds,
confirmations, powers of attorney, approvals, consents, and any and all further
instruments as may be reasonably necessary, in order to complete any and all
conveyances, transfers and assignments herein provided for and to convey to
Buyer such title to the Assets as Seller is obligated hereunder to convey.

5.6 CHANGE IN BUSINESS. Seller shall not have experienced any
Material Adverse Effect or change in its Business and Buyer shall have
conducted reasonable due diligence reviews

ASSET PURCHASE AGREEMENT - PAGE 15
20
with respect to the Business and Assets satisfactory in scope, content and
results to Buyer, including, without limitation, review of all ARAs, Contracts,
Licenses and related documents associated with the Assets.

ARTICLE 6. CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER.

All obligations of Seller to consummate the transactions contemplated
by this Agreement are subject to the fulfillment of each of the following
conditions, any or all of which may be waived in whole or in part by Seller:

6.1 REPRESENTATIONS AND WARRANTIES OF BUYER TRUE AT THE CLOSING
TIME. Each of the representations and warranties contained in Article 3 hereof
expressly made as of the Closing Time shall be true in all material respects at
and as of the Closing Time and all of the other representations and warranties
contained in Article 3 hereof shall be true in all material respects at and as
of the Closing Time, as though such representations and warranties were made at
and as of such time.

6.2 BUYER'S PERFORMANCE. Buyer shall have performed and complied
with each of its covenants and agreements required by this Agreement to be
performed or complied with by it prior to or at the Closing Time.

6.3 OFFICER'S CERTIFICATES. Seller shall have received (a) a
certificate of the President of Buyer's general partner, dated the Closing
Date, certifying to the fulfillment of the conditions specified in Sections 6.1
and 6.2 of this Article 6, (b) a certificate of the Secretary or Assistant
Secretary of Buyer, dated the Closing Date, stating that all actions necessary
to authorize transactions hereby contemplated have occurred, and (c) such other
evidence with respect to the fulfillment of any of the conditions specified in
Sections 6.1 and 6.2 of this Article 6 as Seller may reasonably request upon
reasonable prior notice.

6.4 INSTITUTION OF PROCEEDINGS; INJUNCTION. There shall not have
been instituted by any third party (including any Governmental Authority) any
bona fide Proceeding to restrain or invalidate the transactions contemplated by
this Agreement, and there shall not be in effect any injunction or restraining
Order issued by a court of competent jurisdiction in any Proceeding against the
consummation of the transactions contemplated by this Agreement.

6.5 ASSUMPTION AGREEMENT. Buyer shall have delivered an
assumption agreement in form and substance reasonably acceptable to Seller
assuming the Assumed Liabilities.

ARTICLE 7. INDEMNIFICATION.

7.1 PROVISIONS REGARDING REPRESENTATIONS AND WARRANTIES. All
statements, certifications, representations and warranties made by the parties
hereto in this Agreement, in any Schedule, or in any Exhibit, certificate or
other instrument delivered pursuant to this Agreement shall survive the Closing
for a period of two (2) years. All covenants, agreements and indemnifications
made by the parties hereto in this Agreement, in any Schedule or in any

ASSET PURCHASE AGREEMENT - PAGE 16
21
Exhibit, certificate or other instrument delivered pursuant to this Agreement
shall survive the Closing in perpetuity.

7.2 INDEMNIFICATION BY SELLER. Subject to Section 3.5 hereof,
Seller shall indemnify, defend and hold harmless Buyer from and against, and
shall reimburse Buyer with respect to, any and all Damages incurred by Buyer by
reason of or arising out of or in connection with:

(a) any breach of any representation or warranty of
Seller contained or referred to herein, in any Schedule hereto, or in any
certificate or other instrument executed by Seller in connection with this
Agreement; or

(b) any failure by Seller to perform any of its
agreements, covenants or other obligations herein or in any other document
executed by it in connection with this Agreement; or

(c) any claim by any party in and to a contractual,
profits or ownership interest in the Site or the Assets acquired by Buyer on
any basis whatsoever; other than ▇▇▇▇ ▇▇▇▇▇'▇, ▇▇▇ ▇▇▇▇▇'▇ and ▇▇▇▇▇ ▇▇▇▇▇▇'
claims in and to the Retained Funds as described in Section 1.4(c) hereof.

7.3 LIMITATION ON CLAIMS OF BUYER. Notwithstanding anything in
Section 7.2 hereof to the contrary, Buyer shall not have any claim against
Seller pursuant to Section 7.2 hereof to the extent that Buyer receives payment
with regard to such claim from any third party provided that Buyer need not
pursue or exhaust remedies, if any, against such third party. If, at any time
after Seller has made an indemnifying payment to Buyer with respect to a claim
hereunder, Buyer receives (or has a right to receive) payment with respect to
such claim from a third party, Buyer will promptly refund Seller the aggregate
amount of such third party payments or will assign to Seller the rights of
Buyer to receive such third party payment (provided, however, that Seller shall
not be entitled to receive from Buyer, whether by way of payment from Buyer or
by way of collection pursuant to rights assigned by Buyer, or any combination
thereof, an aggregate amount greater than the aggregate amount of the
indemnifying payments made by Seller to Buyer with respect to such claim).

7.4 INDEMNIFICATION BY BUYER. Buyer shall indemnify, defend and
hold harmless Seller from and against, and shall reimburse Seller for, any and
all Damages incurred by it by reason of or arising out of or in connection
with:

(a) any breach of any representation or warranty of Buyer
contained or referred to herein, or in any certificate, or other instrument
executed by it in connection with this Agreement; or

(b) any failure by Buyer to perform any of its
agreements, covenants or other obligations herein or in any other document
executed by it in connection with this Agreement.

ASSET PURCHASE AGREEMENT - PAGE 17
22
7.5 LIMITATION ON CLAIMS OF SELLER. Notwithstanding anything in
Section 7.4 hereof to the contrary, Seller shall not have any claim against
Buyer pursuant to Section 7.4 hereof to the extent that Seller receives payment
with regard to such claim from any third party provided that Seller need not
pursue or exhaust remedies, if any, against such third party. If, at any time
after Buyer has made an indemnifying payment to Seller with respect to a claim
hereunder, Seller receives (or has a right to receive) payment with respect to
such claim from a third party, Seller will promptly refund Buyer the aggregate
amount of such third party payments or will assign to Buyer the rights of
Seller to receive such third party payment (provided, however, that Buyer shall
not be entitled to receive from Seller, whether by way of payment from Seller
or by way of collection pursuant to rights assigned by Seller, or any
combination thereof, an aggregate amount greater than the aggregate amount of
the indemnifying payments made by Buyer to Seller with respect to such claim).

7.6 NOTICE OF CLAIMS. Any party seeking indemnification hereunder
(an "Indemnitee") shall give to each party obligated to provide indemnification
to such Indemnitee (an "Indemnitor") a notice (a "Claim Notice") describing in
reasonable detail the facts giving rise to any claim for indemnification
hereunder and shall include in such Claim Notice (if then known) the amount or
the method of computation of the amount of such claim, and a reference to the
provision of this Agreement or any other agreement, document or instrument
executed hereunder or in connection herewith upon which such claim is based.

7.7 THIRD PARTY CLAIMS. In the event of any third party claim,
deficiency or demand asserted or any action commenced or notice given of any
audit, administrative or other proceeding against an Indemnitee (a "Claim"), as
to which indemnification may be sought from an Indemnitor, the Indemnitee shall
promptly deliver a Claim Notice to the Indemnitor; provided, however, that the
failure by the Indemnitee to give such prompt notice shall not release the
Indemnitor of its indemnification obligations hereunder, except to the extent
such failure prejudices the Indemnitor. The Indemnitor shall be entitled to
assume the defense of any Claim, with counsel reasonably satisfactory to the
Indemnitee, if the Indemnitor shall agree in writing within fifteen (15) days
after receipt of such Claim Notice that it is required, pursuant to this
Article 7, to indemnify the Indemnitee for the full amount of such Claim (the
"Claim Acknowledgement Procedure"). If the Indemnitor assumes the defense of
any Claim, the Indemnitee shall cooperate with the Indemnitor in connection
therewith, and the Indemnitee shall be kept informed with respect to, and shall
have the right to participate in, the contest, defense, settlement or
compromise of any such Claim. If the Indemnitor does not assume the defense of
any such Claim, does not comply with the Claim Acknowledgement Procedure, fails
in the reasonable judgment of the Indemnitee to conduct such defense in a
satisfactory manner, or fails to engage counsel reasonably satisfactory to the
Indemnitee, the Indemnitee shall be entitled to conduct the defense of such
Claim at the Indemnitor's expense. In any case, the Indemnitor may not settle
or compromise any such Claim without the prior written consent of each
Indemnitee, which in the case of a settlement solely involving monetary damages
shall not be unreasonably withheld.

ASSET PURCHASE AGREEMENT - PAGE 18
23
ARTICLE 8. TERMINATION.

8.1 TERMINATION. This Agreement may be terminated at any time
prior to the Closing Date:

(a) by mutual consent of Buyer and Seller;

(b) notwithstanding subparagraph (a) hereof, by a party based
on any material breach by the other party of its agreements, covenants,
representations or warranties contained herein;

(c) by Buyer, in the event the closing conditions set
forth in Article 5 shall not have been satisfied in full on or before June 1,
1995; or

(d) by Seller, in the event the closing conditions set
forth in Article 6 shall not have been satisfied in full on or before June 1,
1995.

ARTICLE 9. DEFINITIONS.

9.1 The terms used in this Agreement have the respective meanings
specified or referred to in this Article 9:

"ACT" means The Communication Act of 1934, as amended.

"APPLICATION" means a pending application by Seller or
Institution (each as hereinafter defined) to the FCC (as hereinafter
defined) for a License (as hereinafter defined).

"AFFILIATE" means with respect to any Person, any other Person
directly or indirectly controlling, controlled by or under common
control with such Person, and any other Person who or which, directly
or indirectly, has any equity interest in such Person, is a director,
officer or employee of such Person, or a member of the immediate
family of any of the foregoing Persons, whether or not living under
the same roof with such Person.

"ARA" means an Airtime Royalty Agreement between an
Institution and Seller.

"ASSETS" shall have the meaning set forth in Section 1.2 of
Article 1.

"ASSUMED LIABILITIES" shall have the meaning set forth in
Section 1.3 of Article 1.

"AUTHORIZATION" means any license, permit, authorization,
franchise, grant, registration, certificate, consent and waiver
awarded to Seller by a Governmental Authority which is used, useable
or held for use in or in conjunction with or otherwise

ASSET PURCHASE AGREEMENT - PAGE 19
24
associated with the Site and the provision thereon of Wireless
Cable services in and around the Site, including the licenses,
permits, authorizations, franchises, grants, registrations,
certificates, consents and waivers listed on Schedule 2.7, attached
hereto and incorporated by reference herein.

"BUSINESS" shall have the meaning set forth in Section 1.2 of
Article 1.

"CABLE" shall have the meaning set forth in the Recitals.

"CHANNEL" means a frequency band which may be licensed by the
FCC to an eligible Person for the provision of ITFS service.

"CLAIM" shall have the meaning set forth in Section 7.7 of
Article 7.

"CLAIM ACKNOWLEDGEMENT PROCEDURE" shall have the meaning set
forth in Section 7.7 of Article 7.

"CLAIM NOTICE" shall have the meaning set forth in Section
7.6 of Article 7.

"CLOSE" OR "CLOSING" means the consummation of the
transactions contemplated in Article 1 hereof as provided for in
Section 1.1 of Article 1.

"CLOSING DATE" means the date on which the Closing shall occur
as provided for in Section 1.1 of Article 1.

"CLOSING PLACE" means the offices where the Closing shall take
place on the Closing Date as provided for in Section 1.1 of Article 1.

"CLOSING TIME" means the time on the Closing Date that the
Closing shall take place as provided for in Section 1.1 of Article 1.

"CONSENT" shall mean the written consent of any Party to a
Contract other than Seller to the assignment of the Contract to Buyer
and/or its designee and/or a Person, as determined by Buyer.

"CONTRACTS" shall have the meaning set forth in Section
2.6(a) of Article 2.

"COPYRIGHT ACT" means the Copyright Act of 1976, as amended.

"COPYRIGHT OFFICE" means the United States Copyright Office of
the Library of Congress.

"COPYRIGHT RULES" means the rules and regulations promulgated
by the Copyright Office under authority of the Copyright Act, as set
forth in Part 201, Volume 37 of the Code of Federal Regulations.

ASSET PURCHASE AGREEMENT - PAGE 20
25
"DAMAGES" means all losses, obligations, liabilities,
settlement payments, awards, judgments, fines, penalties, damages,
deficiencies, and reasonable expenses and costs.

"ENVIRONMENT" means the soil, surface waters, ground waters,
land, stream, sediments, surface or subsurface strata and ambient air.

"ENVIRONMENTAL CONDITION" shall mean any condition with
respect to the Environment on or off the Site, whether yet discovered,
which could or does result in Damages, including any condition
resulting from the operation of the Business of Seller.

"ENVIRONMENTAL LAWS" means all Legal Requirements relating to
injury to, or the protection of, real or personal property or human
health or the environment, including, without limitation, all Legal
Requirements of courts and other Governmental Authoritiespertaining to
reporting, licensing, permitting, investigation, remediation, and
removal of, emissions, discharges, releases or threatened releases of
Hazardous Substances, chemical substances, pesticides, petroleum or
petroleum products, pollutants, contaminants or hazardous or toxic
substances, materials or wastes, whether solid, liquid or gaseous in
nature, and including electro- magnetic fields or discharges into the
Environment, or relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous
Substances, pollutants, contaminants or hazardous or toxic substances,
materials or wastes, whether solid, liquid or gaseous in nature, which
are now or may hereafter be applicable to Seller or any of its Assets.

"FAA" means the Federal Aviation Administration or any
successor agency(ies) with jurisdiction over towers and other antenna
structures.

"FAA RULES" means the rules promulgated by the FAA and
applicable to antenna towers and other structures.

"FCC" means the Federal Communications Commission.

"FCC CONSENT" shall mean the consent of the FCC to the
transfer of control or assignment of any MDS and MMDS License or
Application.

"FCC PERMIT" shall mean a permit issued by the FCC to an
Institution to construct a facility to transmit signals over one or
more ITFS Channels at the Site.

"FCC PERMITTEE" shall mean a person who holds an FCC Permit as
authorized by the FCC.

"FCC PROCEEDING" means a Proceeding relating to Applications
or Licenses.

"FCC RULES" means the rules and regulations promulgated by the
FCC under authority of the Act, as set forth in Volume 47 of the Code
of Federal Regulations.

ASSET PURCHASE AGREEMENT - PAGE 21
26
"FNB-▇▇▇▇▇▇ LOAN" means that certain loan in the original
principal amount of $1 million payable by United States Wireless
Cable, Inc. to The First National Bank in ▇▇▇▇▇▇ dated March 9, 1994,
secured by all of the assets in and to the Site, which loan was
assigned to and assumed by Seller, with The First National Bank in
▇▇▇▇▇▇'▇ consent, on or about September 2, 1994.

"FIRST LOAN" shall have the meaning set forth in Section 1.5
of Article 1.

"GOVERNMENTAL AUTHORITY" means any federal, state, local,
municipal, foreign or other government.

"GOVERNMENTAL PERMITS" means all licenses, consents,
franchises, permits, privileges, immunities, approvals, certificates
and other authorizations from a Governmental Authority.

"HAZARDOUS SUBSTANCES" means any substance: (a) the presence
of which requires or may hereafter require notification, investigation
or remediation under any Environmental Law; (b) which is defined as a
"hazardous waste", "hazardous material" or "hazardous substance" or
"pollutant" or "contaminant" under any applicable Environmental Law or
amendments thereto, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA") (42
U.S.C. Section 9601 et seq.), the Resource Conservation and Recovery
Act ("RCRA") (42 U.S.C. Section 6901 et seq.), the Clean Air Act, (42
U.S.C. Section 7401 et seq.) and any Environmental Law applicable to
any jurisdiction in which any Site(s) are located; (c) which is toxic,
explosive, corrosive, flammable, infectious, radioactive,
carcinogenic, mutagenic or otherwise hazardous and is regulated by any
Governmental Authority; (d) without limitation, which contains
gasoline, diesel fuel or other petroleum hydrocarbons or volatile
organic compounds; (e) without limitation, which contains
polychlorinated byphenyls (PCBs) or asbestos or urea formaldehyde foam
insulation; or (f) without limitation, which contains or emits
radioactive particles, waves or materials, including radon gas and
electro-magnetic fields.

"HEARTLAND" shall have the meaning set forth in Section 1.5
of Article 1.

"HSR ACT" shall mean the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act.

"INDEMNITEE" shall have the meaning set forth in Section 7.6
of Article 7.

"INDEMNITOR" shall have the meaning set forth in Section 7.6
of Article 7.

"INSTITUTION" shall mean an accredited institution or a
governmental organization engaged in the formal education of enrolled
students, or a non-profit organization whose purposes are educational,
which is a qualified applicant for and has entered into an ARA with
one of Seller.

ASSET PURCHASE AGREEMENT - PAGE 22
27
"IRS" means the Internal Revenue Service.

"ITFS" means Instructional Television Fixed Service.

"KNOWLEDGE" means (a) with respect to an individual
"knowledge" of a particular fact or other matter if: (i) such
individual is actually aware of such fact or other matter; or (ii) an
individual should have known of such fact or other matter in the
course of conducting a reasonable investigation concerning the truth
or existence of such fact or other matter; (b) with respect to a
Person (other than an individual) "knowledge" of a particular fact or
other matter if any individual who is serving as a director or officer
of such Person has "knowledge" of such fact or other matter; and (c)
with respect towarranties made by Seller, that Seller, based upon a
reasonable investigation of the Business, believes the warranty is
true.

"LEGAL REQUIREMENT" means any federal, state, local,
municipal, foreign or other law, statute, legislation, act,
constitution, ordinance, code, treaty, rule, regulation or FCC
guideline.

"LIABILITIES" shall have the meaning set forth in Section 1.3
of Article 1.

"LICENSES" shall have the meaning set forth in Section 2.7 of
Article 2.

"LIENS" means any lien, pledge, hypothecation, charge,
mortgage, deed of trust, security interest or encumbrance.

"MATERIAL ADVERSE EFFECT" means any event or circumstance
which results in, or is reasonably likely to result in, a material
adverse change in the business, operations, properties, prospects or
Assets relating to the Site taken as a whole other than general
economic change over which Seller has no control.

"MDS" shall mean a Multipoint Distribution Service, including
(unless otherwise specified), the former Operational Fixed Service
("OFS") H-channels.

"MMDS" means the Multichannel Multipoint Distribution Service.

"ORDER" means any order, judgment, injunction, or FCC ruling
issued, made, entered or rendered by any court, administrative agency
or other Governmental Authority or by any arbitrator.

"PARTIES" shall mean all parties to Contracts other than
Seller from which Consents are required.

"PARTNERSHIP AGREEMENT" shall have the meaning set forth in
the Recitals hereto.

ASSET PURCHASE AGREEMENT - PAGE 23
28
"PERMITTED ENCUMBRANCES" means deposits under Workmen's
Compensation, Unemployment Insurance or Social Security laws, or to
secure statutory obligations or surety or other similar bonds;
mechanics, suppliers, carriers, warehousemen's or other similar liens;
liens securing Taxes, government charges or other governmental levies
which are not yet due and payable, or being contested in good faith by
appropriate proceedings with adequate reserves in conformity with
generally accepted accounting principles; and the interest or title of
any lessor in property pursuant to a lease of that property.

"PERSON" means any individual, corporation, partnership, joint
venture, estate, trust, cooperative, foundation, union, syndicate,
league, consortium, coalition, committee,society, firm, company or
other enterprise, association, organization or other entity or
Governmental Authority.

"PROCEEDING" means any suit, litigation, arbitration,
proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding), or prosecution other than an
FCC Proceeding.

"PROTECTED BUSINESS" shall have the meaning set forth in
Section 10.2 of Article 10.

"PURCHASE PRICE" shall have the meaning set forth in Section
1.4 of Article 1.

"RETAINED FUNDS" shall have the meaning set forth in Section
1.4 of Article 1.

"SECOND LOAN" shall have the meaning set forth in Section 1.4
of Article 1.

"SITE" means the Lubbock, Texas wireless cable television site
with respect to which Seller is operating a Wireless Cable Business
and transmitting programming to subscribers in connection therewith.

"SITE LEASE" shall mean a Contract for the lease of real
estate or tower space permitting the construction of a transmitter on
the Site.

"STORY" shall have the meaning set forth in the Preamble.

"TAXES" means all taxes of any type or nature, including

without limitation, penalties and interest from the time imposed by
the laws of any jurisdiction or by any Federal, state or local
government or governmental unit used in connection with the Assets
or the operation of the Business.

"WIRELESS CABLE BUSINESS" means the business of transmitting
programming to subscribers through the use of MMDS, MDS or ITFS
licenses.

ASSET PURCHASE AGREEMENT - PAGE 24
29
9.2 DEFINED TERMS. In this Agreement, all definitions shall be
equally applicable to both the singular and the plural forms.

ARTICLE 10. POST-CLOSING COVENANTS.

10.1 COOPERATION AND EXCHANGE OF INFORMATION. Following the
Closing, Buyer and Seller shall provide to each other, upon reasonable prior
notice and during normal business hours, access to the books and records in the
possession of the other which relate to the Assets to the extent such access
may be required (i) to facilitate the investigation, litigation and final
disposition of any claims which have been made or may be made against (A)
Seller that relate to the operation of the Assets for periods of time prior to
the Closing, or (B) Buyer that relate to the operation of the Assets for
periods of time from and after the Closing; and (ii) for any other reasonable
business purpose, but in either case only to the extent that such access does
not unreasonably interfere with the business and operations of such party or
violate any law, order, contract or license applicable to such party.

10.2 NONCOMPETITION.

(a) For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and each of the
shareholders and affiliates of Seller covenant and agree that he, she or it
shall not, at any time prior to the fifth anniversary of the Closing Date (i)
in any geographical area within a 100 mile radius of the Site, directly or
indirectly, own, manage, operate or control, or participate in the ownership,
management, operation or control of, or be an employee, officer, director,
adviser or consultant of or to, any person (other than through the ownership of
5% or less of any class of securities registered under the Securities Exchange
Act) which engages in the Wireless Cable Business (the "Protected Business");
or (ii) solicit or cause to be solicited or authorize, directly or indirectly,
for or on his, her or its own behalf or on behalf of any third party, any
business competitive with the Protected Business from others who are or were at
any time Institutions under any ARA, customers, clients, subscribers,
advertisers, or suppliers of Seller or Buyer.

(b) If any of the restrictions on post-closing
competitive activities contained in this Section 10.2 of this Article 10 shall
for any reason be held by a court of competent jurisdiction to be excessively
broad as to duration, geographical scope, activity or subject, said Section
shall be reformed automatically or if such restrictions contained in said
Section shall be construed so as thereafter to be limited or reduced to be
enforceable to the extent compatible within the applicable law; it being
understood that by the execution of this Agreement the parties hereto
acknowledge that such restrictions are fair, reasonable and necessary and that
such restrictions do not impose a greater restraint than is necessary to
protect the good will or other business interests of Buyer.

(c) Each of the shareholders of Seller and Seller
acknowledge that were he, she or it to breach the provisions of Section 10.2 of
this Article 10, the damages to Buyer would be irreparable, and he, she or it
therefore agrees that, in addition to monetary damages and

ASSET PURCHASE AGREEMENT - PAGE 25
30
reasonable attorneys' fees, Buyer shall be entitled to enjoin any such breach
in any court of competent jurisdiction.

10.3 CONSENTS. Seller acknowledges that it is responsible to
provide to Buyer Consents for the assignment of each ARA and of any Tower Site
Lease to Buyer. Seller shall be responsible to make all payments required to
secure such Consents and to pay any Damages of Buyer as a result of Seller's
failure to obtain any such Consents. Seller hereby agrees that the Collateral
shall be pledged to Seller on the Closing Date pursuant to the Stock Pledge
Agreement annexed hereto as Exhibit B until such covenant is satisfied. Buyer
agrees to cooperate in all reasonable requests of Seller to secure said
Consents (including participating in telephone conferences or meetings relating
thereto). Buyer and Seller further agree that the form of Consents shall
include consent to the assignment of the ARAs and Tower Site Lease to Buyer,
and Buyer's financing source, Heartland or its subsidiaries. Buyer
acknowledges and agrees that the Collateral shall be released and returned to
Seller at such time as Seller shall have supplied all of the Consents in the
manner described herein. Until said Consents are obtained, following the
Closing Buyer hereby subleases each ARA and the channel rights thereunder from
Seller with the same force and effect as though said channel rights had been
transferred to Buyer, and in such event the ARA shall remain in the name of
Seller, and Seller shall retain bare "legal" title to such ARA for Buyer's sole
account and benefit pending the attainment of said Consent. Following the
Closing, revenue therefrom shall be the sole property of Buyer. Seller shall
perform any executory obligations to be performed thereunder at Buyer's sole
direction, subject to reimbursement from Buyer to Seller of Seller's direct
out-of-pocket cost.

ARTICLE 11. MISCELLANEOUS.

11.1 EXPENSES OF THE TRANSACTION. Each of Seller and Buyer agrees
to pay its own fees and expenses in connection with this Agreement and the
transactions hereby contemplated.

11.2 FURTHER ASSURANCES. Each of Seller and Buyer agrees that it
will, at any time and from time to time after the Closing Date, upon the
request of the other party, do, execute, acknowledge and deliver, or will cause
to be done, executed, acknowledged and delivered, all such further acts,
assignments, transfers, conveyances, powers of attorney and assurances as may
be reasonably required from time to time in order to effectuate the provisions
and purposes of this Agreement.

11.3 NOTICES. All notices or other communications required or
permitted hereunder shall be in writing and shall be deemed given or delivered
(a) when delivered personally or by private courier, (b) when actually
delivered by registered United States mail, return receipt requested, or (c)
when sent by telecopy (provided, however, that, it is telephonically or
electronically confirmed), addressed as follows:

ASSET PURCHASE AGREEMENT - PAGE 26
31

If to Buyer, to:

▇▇▇▇-▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. Story

If to Seller, to:

▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. "▇▇▇▇▇" ▇▇▇▇▇

or such other address as such party may indicate by a notice delivered to the
other parties hereto in the manner herein provided.

11.4 NO MODIFICATION EXCEPT IN WRITING. This Agreement shall not
be changed, modified, or amended except by a writing signed by the party to be
charged and this Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to which
performance is to be rendered.

11.5 ENTIRE AGREEMENT. This Agreement, together with the Schedules
and Exhibits (if any) hereto, sets forth the entire agreement and understanding
among the parties as to the subject matter hereof.

11.6 SEVERABILITY. If any provision of this Agreement or the
application of any provision hereof to any person or in any circumstances is
held invalid, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected unless the
provision held invalid shall substantially impair the benefits of the remaining
portions of this Agreement.

11.7 ASSIGNMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns. This Agreement may not be
assigned by Seller except with the prior written consent of Buyer. Any
purported assignment by Seller contrary to the terms of this Agreement shall be
void. Notwithstanding the foregoing, Buyer may assign this Agreement and all
of Buyer's rights and obligations hereunder, to any party. Promptly following
said assignment, Buyer shall notify Seller of the name of said assignee. Buyer
and Seller each specifically acknowledge and agree that all of their respective
certifications, representations, warranties, covenants and agreements shall
survive in the manner set forth in Section 7.1 hereof upon (i) the transfer of
all or any of the outstanding capital stock of Buyer from Story to Heartland
and/or its subsidiaries or (ii) the transfer and assignment of the Assets and
Site to Heartland and/or its subsidiaries.

11.8 PUBLICITY; ANNOUNCEMENTS. Except to the extent required by
law, prior to the Closing Time, all publicity related to the transactions
contemplated hereby shall be subject to the mutual approval of Buyer and
Seller; provided, Buyer shall be entitled to disclose the

ASSET PURCHASE AGREEMENT - PAGE 27
32
transactions contemplated hereby without the prior approval of Seller to the
extent reasonably necessary for Buyer to comply with applicable securities
laws.

11.9 CONSENT TO JURISDICTION. This Agreement shall be deemed to
have been made in, and shall be construed in accordance with the laws of the
State of Texas, and its validity, construction, interpretation and legal effect
shall be governed by the laws of the State of Texas applicable to contracts
entered into and performed entirely therein. Buyer and Seller hereby
irrevocably submit to the jurisdiction of the state courts of the State of
Texas and to the jurisdiction of the United States District Court for the
Northern District of Texas, for the purpose of any suit, action or other
proceeding arising out of or based upon this Agreement or the subject matter
hereof or thereof brought by either party or its successors or assigns. Each
party hereby waives, and agrees not to assert, by way of motion, as a defense,
or otherwise, in any such suit, action or proceeding, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court. Each party hereby
consents to service of process by registered mail at the address to which
notices are to be given. Each party agrees that its submission to jurisdiction
and its consent to service of process by mail is made for the express benefit
of the other party. Final judgment against either party in any such action,
suit or proceeding shall be conclusive, and may be enforced in other
jurisdictions (x) by suit, action or proceeding on the judgment, a certified or
true copy of which shall be conclusive evidence of the fact and of the amount
of any indebtedness or liability therein described or (y) in any other manner
provided by or pursuant to the laws of such other jurisdiction; provided,
however, that the party may at its option bring suit, or institute other
judicial proceedings against the other party or any of its Assets in any state
or Federal court of the United States or of any country or place where that
party or such Assets may be found.

11.10 CAPTIONS; CONSTRUCTION. The captions appearing in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit or describe the scope and intent of this Agreement or any
of the provisions hereof. All words used herein shall be construed to be of
such gender as the circumstances require.

11.11 SCHEDULES. The Schedules referred to herein and delivered to
Buyer upon execution hereof are hereby made a part of this Agreement, and may
not be changed, substituted or altered without Buyer's prior written consent.

11.12 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original. This Agreement may
also be executed by facsimile signature.

ASSET PURCHASE AGREEMENT - PAGE 28
33
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the day and year first above written.

SELLER:

UNITED STATES WIRELESSS SYSTEMS, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Title: Chairman of the Board
-----------------------------

BUYER:

▇▇▇▇▇▇ ▇. STORY, INC.

By: /s/ ▇▇▇▇▇▇ ▇. STORY
--------------------------------
▇▇▇▇▇▇ ▇. Story, its President

By their signature below, the undersigned, constituting the majority
shareholder (directly and indirectly) of Seller, jointly and severally
guarantee unto Buyer full and complete performance of all of the agreements and
obligations of Seller, including, without limitation, the obligations set forth
in Article 7 (Indemnity) and Article 10 (Post-closing Covenants).

UNITED STATES WIRELESS CABLE, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Its: Chairman of the Board
-------------------------------

ASSET PURCHASE AGREEMENT - PAGE 29
34
By their signature below, the undersigned hereby agree to the
covenants and agreements set forth in Sections 1.4 (contributions to Buyer and
payment of First Loan) and Cable/Story $1.3M), 3.5 (Story's prior employment
qualifications of Seller's representations), 4.11 (exclusivity), 10.2 (covenant
not to compete) and 10.3 (consents) hereof, as applicable, and elsewhere in the
Agreement (if any) that apply to the undersigned.

UNITED STATES WIRELESS CABLE, INC.

By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
▇▇▇▇▇▇ ▇. "▇▇▇▇▇" ▇▇▇▇▇, President

/s/ ▇▇▇▇▇▇ ▇. STORY
---------------------------------------
▇▇▇▇▇▇ ▇. STORY, Individually

/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------------
▇▇▇▇▇▇ ▇. "▇▇▇▇▇" ▇▇▇▇▇, Individually

ASSET PURCHASE AGREEMENT - PAGE 30

1 EXHIBIT 2.21 ASSET PURCHASE AGREEMENT DATED AS OF MAY 3, 1995

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