10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

(Mark One)
þ	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended December 31, 2007
o	Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 000-51456

180 CONNECT INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	20-2650200
(State of Incorporation)	(IRS Employer Identification Number)

6501 E. Belleview Avenue

Englewood, Colorado 80111

(Address of principal executive offices)

Registrant’s Telephone Number:

(303) 395-6000

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001 per share

Units, each consisting of one share of Common Stock and two Warrants

Warrants, exercisable for Common Stock at an exercise price of $5.00 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o     No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

The aggregate market value of the common stock, par value $0.0001 per share, held by non-affiliates of the Registrant, computed by reference to the closing price of such stock on March 27, 2008 was $18,957,026.

As of March 27, 2008, there were 23,751,648 shares of the Registrant’s Common Stock issued and outstanding which excludes 1,768,504 exchangeable shares and 500,000 shares of common stock held in the Company’s treasury.

180 CONNECT INC.
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
INDEX

		Page
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		5
Item 1B.	Unresolved Staff Comments		9
Item 2.	Properties		9
Item 3.	Legal Proceedings		9
Item 4.	Submission of Matters to a Vote of Security Holders		10
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities		11
Item 6.	Selected Financial Data		12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		36
Item 8.	Financial Statements and Supplementary Data		37
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		77
Item 9A(T).	Controls and Procedures		77
PART III
Item 10.	Directors, Executive Officers and Corporate Governance		78
Item 11.	Executive Compensation		78
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		78
Item 13.	Certain Relationships and Related Transactions, and Director Independence		78
Item 14.	Principal Accountant Fees and Services		78
PART IV
Item 15.	Exhibits and Financial Statement Schedules		79
Signatures
EX-10.28 Amended and Restated Common Stock Purchase Warrant
EX-10.29 Amended and Restated Common Stock Purchase Warrant
EX-10.30 Amended and Restated Warrant Certificate
EX-10.36 Home Services Provider Agreement
EX-10.37 Home Services Provider Agreement
EX-10.44 Executive Employment Agreement
EX-10.48 Warrant to Purchase Common Stock
EX-10.49 Amended and Restated Equity Plan for Non-Employee Directors
EX-10.50 Unit Purchase Option Clarification Agreement
EX-10.51 Warrant Clarification Agreement
EX-21.1 Subsidiaries
EX-23.1 Consent of Ernst & Young LLP
EX-23.2 Consent of Ernst & Young LLP
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32.1 Section 906 Certification of CEO & CFO

PART I

Item 1.   Business

Corporate Overview

We were organized as a Delaware blank check company in April 2005 under the name Ad.Venture Partners, Inc. (“AVP”) for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more operating businesses in the technology, media or telecommunications industries. On August 24, 2007, we completed the Arrangement (the “Arrangement”) with 180 Connect Inc., a corporation organized under the laws of Canada (“180 Connect (Canada)”), whereupon 180 Connect (Canada) became our indirect, wholly-owned subsidiary and we changed our name to 180 Connect Inc.

As used in this annual report, “we,” “us,” “our,” “180 Connect Inc.,” the “Company” and words of similar import refer to the consolidated business of 180 Connect Inc. (formerly known as Ad.Venture Partners, Inc.).

Industry Trends

Our industry is comprised of national, regional and local companies that provide services to meet the following needs:

•  Growing Demand for High-Definition Television and Voice, Video and Data Services. DIRECTV^® Inc. (“DIRECTV”) satellite television subscriptions and installations have grown substantially over the last five years as the industry has gained acceptance in part through offering high definition television and digital video recorder capabilities, as well as attractive programming such as NFL Sunday Ticket, NASCAR HotPass, and other exclusive sports offerings. Cable companies continue to upgrade their systems to provide for enhanced broadband services, including voice over internet protocol, commonly called VOIP, as well as improved video offerings, including high definition television, video on demand and digital video recording. All of these improved offerings drive increased need for at-home fulfillment services, services which account for the vast majority of our revenues.

•  Increasing Need for Network Infrastructure Design, Installation and Management. Municipalities, large housing developments and complex organizations, such as airports, are increasingly using advanced technology to expand operational capabilities, reduce costs, attract business development and drive additional revenue, among many other benefits. The technology is complex, and they often turn to third-parties, such as our Network Services division, to design the networks, oversee installation and manage the network post-construction.

•  Increasing Sophistication of New Home Technology and Wiring. New home buyers are demanding and paying for increasingly complex wiring to support next-generation home entertainment, environmental and security controls. The Company has a small but growing division that works with builders and individuals to install new home and multi-dwelling unit structured wiring.

The 180 Connect Solution

We employ a flexible, highly skilled workforce to provide technical support services to the home entertainment, communications, enterprise data and home integration service industries. By providing such services, we allow our customers to focus on their core competencies and product offerings.

We train, equip and employ technicians in each of our more than 85 operating locations to ensure the timely completion of our services and to provide ongoing direct contact with our customers and their subscribers. Our customers, which are home entertainment, communications and data providers and municipalities, engage us to respond to requests received from their subscribers by assigning a service request, or work order, to us. We typically receive work orders within twenty-four hours of the carrier’s

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receipt of a service request, which are then assigned to a technician. The technician is then dispatched to the subscriber’s location and completes the service request. Technicians typically require one to three hours to complete a service request, depending upon the type of service required. Upon completion, the technician contacts us and/or the customer and closes the work order. In addition, engineering and design services are also completed based on the receipt of work orders from our customers.

We provide our customers with the resources of a national organization combined with the accessibility and flexibility of a local technical support services provider. We are recognized as a leading provider of technical support services, which we believe is due to our focus on the following factors:

•  Quality Service.  We provide quality service through our comprehensive training and supervision of our technicians and through routine inspections by both us and our customers of completed work. These routine inspections ensure that completed work meets all applicable technical and customer-specified standards. Our quality service is evidenced by our high customer satisfaction ratings.

•  Low Cost Provider.  In order to effectively compete with local technical support service providers, we concentrate on maintaining a well-managed cost structure. We achieve this by focusing extensively on a variable cost model. As part of our initiatives, we have transferred administrative functions such as payroll, human resources administration and accounting from local and regional offices to a centralized location. In this manner, we have been able to provide the benefits of a local technical support services provider with the economics of a national technical support services provider.

•  National Footprint.  We provide technical support services to the satellite and cable, home building industries and municipalities operating across the United States and parts of Canada by utilizing a single operating standard to ensure all of our customers are provided with the same level of service, regardless of their location. We believe that as consolidation among our cable and satellite customers continues, our ability to provide reliable quality service on a national, regional and local basis to those consolidated entities will be a significant competitive advantage. Currently, we provide installation, connection and technical support services in more than 85 locations across the United States and parts of Canada.

Our Business

We provide installation, integration and fulfillment services to the home entertainment, communications and home integration service industries. The principal market for our services is the United States. Our customers include providers of satellite, cable and broadband media services as well as home builders, developers and municipalities.

Consolidation in the media and communications industry has created national carriers, many of whom provide an integrated suite of advanced video, data and voice services to residential and commercial subscribers. Many of these national carriers made the strategic decision to outsource the majority of the physical implementation of their services, leading to the creation of a large and highly competitive technical support services industry, of which we are a member.

We have evolved through a combination of internal growth and acquisitions. With a staff of more than 4,000 skilled technicians and 750 support personnel based in over 85 operating locations in 22 states, we provide technical support services at our customer’s subscribers’ homes and businesses across the United States and parts of Canada. This infrastructure allows us to provide consistent service and utilize our expertise and resources to deploy increasingly complex technologies over large networks in a cost efficient manner.

Satellite Services

We are one of the largest services providers for DIRECTV. We have the non-exclusive right to provide services in the installation and maintenance of DIRECTV system hardware in 22 states at specified rates per service pursuant to the terms and conditions of our agreements with DIRECTV. There is no minimum

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amount of services or compensation guaranteed to us under these agreements. The agreements have a term of four years, and automatically renew for consecutive one-year terms thereafter unless either party gives notice to terminate at least ninety days prior to the expiration of the then-current term. The agreements may also be terminated by either party without cause upon 180-days prior notice. We are restricted under the agreements from performing installations or providing services to competitors of DIRECTV in the same markets where we provide services to DIRECTV, without DIRECTV’s consent. DIRECTV accounted for 84%, 84% and 86% of our consolidated revenues for the years ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively. A 2007 study by J.D. Power and Associates recognized DIRECTV for achieving one of the highest levels of customer satisfaction in many of its markets. We believe that the training and performance of our technicians contributed to DIRECTV’s high level of customer satisfaction.

Cable Services

Our cable services division is a substantial provider of technical resources for major cable operators such as Time Warner Inc. (“Time Warner”), Cox Communications, Cablevision Systems Corp. (“Cablevision”), Brighthouse Networks, Wide open West (“WoW”) in the United States and Rogers Communications Inc. (“Rogers Communications”) in Canada. We have over 500 technicians operating from 12 branches who perform voice, video and data installations, upgrades and maintenance services for our cable customers.

Network Services

180 Connect Network Services provides a “One Source Solution” for fiber network and communication services. We provide a fully integrated, turnkey solution that includes a complete range of network design, integration, installation, maintenance, project management and 24/7 network monitoring and technical support services for telecommunication networks that include: Fiber-to-the-premise, wireless, advanced copper and LAN/WAN/MAN networks for municipal and city governments and public and private development projects.

Home Services

180 Connect Home Services is a leading low-voltage system and lifestyle-technology integrator that provides installation, sales and service to builders and residential developers. We focus on superior customer service and on building long-term business relationships with our customers. Our product and service offerings include structured wiring, security system installation, home theater and broadband, whole-house audio and central vacuum deployment throughout the home.

Outlook

We believe substantial growth opportunities exist for a limited number of national technical support service providers due to:

•  the opportunity to increase market share by obtaining contracts in new geographic territories;

•  the opportunity to leverage our branch networks to provide home installation of various technologies;

•  the increasing demand by subscribers for advanced broadband services such as high-speed data, digital video and internet protocol telephony, satellite and cable services;

•  the ability to increase market share by providing quality service at a competitive price; and

•  the increasing demand for network management consulting, planning, engineering and construction-related services to communications systems owners, operators and equipment suppliers worldwide.

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The key components of our expansion strategy are the continued focus on margin improvement, growth opportunities within the existing branch operating network and identifying, acquiring and integrating strategic acquisitions to increase geographic coverage and extend service offerings to include complementary product lines that can be offered from our existing network of branch operations. Our operating model, combined with its size and focus and management depth and experience allows us to leverage organic growth and acquisition opportunities that complement and enhance our current operations.

Seasonality

We need working capital to support seasonal variations in our business. Our customers’ subscriber growth, and thus the revenue earned by us, tends to be higher in the third and fourth quarters of the year. We generally experience seasonal working capital needs from approximately January through June. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation — Seasonality.”

Safety and Insurance/Risk Management

We are committed to ensuring that our employees perform their work safely. We regularly communicate with our employees to reinforce that commitment and to instill safe work habits. We review all accidents and claims for our operations, examine trends and implement changes in procedures to address safety issues. Claims arising in our business generally include workers’ compensation claims, various general liability and damage claims, and claims related to vehicle accidents, including personal injury and property damage. We self insure against the risk of loss arising form our operations up to certain deductible limits. Any amounts exceeding the maximum amounts are covered by our umbrella insurance policy. See “Item 1A. Risk Factors — Our actual losses may exceed our insurance expense estimates,” “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation — Insurance Premium Deposits” and “Note 2 of Notes to Consolidated Financial Statements — Significant Accounting Policies, Insurance Premium Deposits.”

Competition

Our industry is highly competitive and highly fragmented. We often compete with a number of companies in markets where we operate, ranging from small local independent companies to large national firms. Under our contractual agreement with DirecTV, they are able to increase the number of markets we serve or the amount of work we do within those markets, decrease the number of markets or the volume of work, or enter the markets themselves. Historically they have not provided fulfillment services themselves, but they have publicly expressed an interest in doing so in the future.

Relatively few significant barriers to entry exist in the markets in which we operate and, as a result, any organization that has adequate financial resources and access to technical expertise may become a competitor. Some of our customers employ personnel to perform infrastructure services of the type we provide. We compete based upon our industry experience, technical expertise, financial and operational resources, nationwide and Canadian presence, industry reputation and customer service. While we believe our customers consider a number of factors when selecting a service provider, most of their work is awarded through a bid process. Consequently, price is often a principal factor in determining which service provider is selected.

Availability of Filings

We make all of our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) available, free of charge, on our web site at www.180connect.net, as soon as reasonably practicable after electronically filing with the Securities and Exchange Commission (the “SEC”). The information on or accessible through our website is not part of this Annual Report on Form 10-K. Further, a copy of this Annual Report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference

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Room can be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov.

Item 1A.  Risk Factors

Risks Related to Our Business and Industry

We have a history of operating losses and may not be able to achieve profitability.

We began operating our business in 2000 through the acquisition of certain assets relating to the cable and satellite industries. We had a loss from continuing operations of $22.9 million for the year ended December 31, 2007, of which approximately $12.0 million was related to the Arrangement. Our net losses from continuing operations were $8.8 million and $5.2 million for the years ending December 31, 2006 and December 31, 2005, respectively. If we are not profitable in the future, we may require additional sources of financing to meet ongoing requirements. We may continue to incur losses and remain unprofitable in the future.

We rely on one key customer for a substantial percentage of our revenue.

DIRECTV accounted for 84%, 84% and 86% of our consolidated revenues for the years ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively. We are materially dependent on this customer and the loss of this customer or a substantial reduction in the level of services provided to this customer would have a material adverse affect on us and the market price and value of our common shares. A number of factors impact the services that this customer or any of our other customers may require. Industry consolidation, technological developments, economic cycles, and internal budgetary constraints all affect the demand for our services. Our contract with DIRECTV does not afford us the exclusive right to provide our services to DIRECTV’s customers in the territories we serve, and the contract may be terminated by either party upon 180 days’ notice. Our contract with DIRECTV does not permit us to perform services for competitors of DIRECTV in the same markets where we perform services for DIRECTV without DIRECTV’s consent. In addition, our contract with DIRECTV can be cancelled on short notice and DIRECTV is generally not obligated to purchase additional services from us.

Historically, DIRECTV has not provided fulfillment services itself; rather it has relied on companies such as 180 Connect (generally referred to by DIRECTV as ’Home Service Providers’ or ’HSPs’) to complete the fulfillment. Recently, DIRECTV has indicated an interest in bringing some portion of their fulfillment services in-house. If it were to do so at any significant scale, this could have a material impact on our financial results and future prospects.

If we are unable to retain trained personnel, we may be unable to provide adequate service.

Our ability to provide quality service and to meet the demand for our services depends upon our ability to retain an adequate number of trained personnel. We operate in an industry characterized by highly competitive labor markets and, similar to many of our competitors, we experience high employee turnover. It is possible that our labor expenses would increase due to a shortage in the supply of skilled field technicians and subcontractors and our efforts to reduce employee turnover. Additionally, labor expenses may increase if we are required to rely more extensively on overtime for our technicians to meet the demands for our services or if our employees unionize. We cannot be certain that we will be able to improve our employee retention rates or maintain an adequate skilled labor force necessary to operate efficiently and to support our growth strategy. Failure to do so could impair our ability to operate efficiently and to retain current customers and attract prospective customers which would cause our business to suffer materially. Additionally, the industry in which we operate is characterized by significant changes in technology. New technologies may replace existing technologies for transmission of video, data and voice. In order to remain competitive, we must continue to train our technicians to keep pace with technological developments in the industry. If we are unable to provide our technicians with adequate

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training in a timely manner, we may not be able to retain customers or attract new customers and our financial situation could be adversely affected.

Higher fuel prices would increase our cost of doing business, and we may not be able to pass along the added costs to customers.

The price of fuel fluctuates based on events outside of our control. Most of our contracts do not allow us to adjust our pricing and therefore we have limited ability to pass higher fuel costs to customers. Higher fuel costs may negatively impact our financial condition and results of operations.

We depend on key employees for management and operations.

We are dependent upon the retention of certain key executives and employees. Our future success will depend upon our ability to attract and retain additional qualified personnel to identify, investigate and negotiate future acquisitions and manage, oversee and staff acquired operations.

We are subject to litigation and other disputes which may lead to litigation.

We are subject to various actual and potential claims, proceedings and lawsuits which may arise in the ordinary course of business as well as four class action lawsuits in federal court in Washington, California, and Oregon brought by current and former employees alleging violations of state wage and hour laws. Claimants can seek large damage awards and these claims can involve potentially significant defense costs. We provide reserves for those claims based on our current information and legal advice. However, such reserves may be inadequate to cover our losses relating to these claims and lawsuits and an adverse decision in a lawsuit could have a material impact on our financial condition and results of operations. See Item 3 of Part I of this Form 10-K for a description of the legal proceedings involving us and our subsidiaries.

Our actual losses may exceed our insurance expense estimates.

We maintain a self-insurance program for casualty coverage, including workers compensation, automobile and general liability coverage. As part of the self-insurance program, we are required to pay up to $500,000 for each individual workers compensation claim and up to $350,000 for each auto liability claim. The aggregate limit is $29,295,000 for all workers compensation and automobile liability claims. We are required to pay up to $500,000 for each general liability claim for the period ended April 30, 2008. We estimate, on an annual basis, our potential liability for property and casualty claims, including workers compensation, automobile and general liability claims incurred within a particular policy year. These estimates take into account policy loss limits and future anticipated payouts on an individual claim basis and form the basis of our annual insurance expense. We generally accrue for liability for losses over a twelve-month period based on our then current estimate of losses. In some cases, we may be required to make further accruals and payments where actual losses in prior periods exceed estimated amounts. If our estimates of potential liability prove to be inaccurate, we could experience a reduction in our profitability and liquidity and a weakening of our financial condition.

We are subject to competition and may not be able to maintain our position within the industry.

We face competition from other providers of installation services and may not be able to maintain or strengthen our competitive position within the industry. There are a number of factors that determine the level of competitive intensity in our industry. First, there are relatively few barriers to entry into the markets in which we operate. Therefore, any entity that has sufficient financial resources and access to technical expertise may become a competitor. Second, competitors may have lower cost structures, which they are able to pass along to customers in the form of lower rates. Third, some of our existing or potential customers may themselves perform some of the same services we perform. If we are unable to maintain or enhance our competitive position and the quality of our service offering, our business, operating results

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and financial condition may be adversely affected. There can be no assurance that we will be able to compete successfully against our current or future competitors.

Our revenue and liquidity are subject to seasonal fluctuations.

Our customers’ subscriber growth, and thus our revenue, tends to be higher in the third and fourth quarters of the year. While subscriber activity is subject to seasonal fluctuations, it may also be affected by competition and varying amounts of promotional activity undertaken by our customers. Additionally, actual work order volume for any quarter may be lower than the quarterly projections provided to us by our customers resulting in increased levels of inventory and a decrease in revenue and liquidity. There can be no assurance that we would have sufficient liquidity or be able to obtain additional financing on satisfactory terms, or at all, in the event a shortfall was to occur in the future.

Our revolving credit facility (the ’Revolver”) requires a lockbox arrangement, which provides for all receipts to be swept daily to reduce borrowings outstanding under the credit facility. This arrangement, combined with the existence of a subjective acceleration clause in the revolving credit facility, requires that the borrowings under the Revolver be classified a current liability on the balance sheet in accordance with the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force Issue No. 95-22, “Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement” (“EITF 95-22”). There can be no assurance that we would have sufficient liquidity or be able to obtain additional financing on satisfactory terms, or at all, in the event the debt repayment was accelerated.

Consolidation of broadband carriers could result in a reduction of our customer base.

From time to time, the home entertainment and communications, cable, telecommunications, satellite and wireless industries have experienced significant consolidation activity. Consolidation among our customers could have the effect of reducing the number of our current or prospective customers, which could lead to increased dependence on a smaller number of customers or the loss of customers who elect to use a competitor.

We have not and do not expect to pay cash dividends which may cause the price of our common stock to decline.

We have never paid a cash dividend on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We intend to retain future cash earnings, if any, for reinvestment in the development and expansion of our business. A decision to pay cash dividends in the future will be made by our Board of Directors and will be dependent on our financial condition, results of operations, capital requirements and any other factors our Board of Directors decides is relevant. As a result, an investor will only recognize an economic gain on an investment in our common stock from an appreciation in the price of such common stock.

Failure to successfully manage organic growth or growth through acquisitions could negatively impact our business.

If we are unable to successfully manage our internal growth, our revenue, profitability, operating results and financial condition may be adversely affected. In addition, anticipated cost savings may not materialize, and we may experience operating losses. Our financial success could also be impaired by the following risks if future acquisitions are not integrated successfully:

•  Substantial financial resources may be required to support acquisitions, which could have otherwise been utilized in the development of other aspects of our business;

•  Acquisitions may result in liabilities and contingencies, which could affect our operations; and

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•  We may incur significant expenses, or experience other financial or operational problems if we are unable to successfully integrate common systems and procedures with our current operational, financial and management systems.

No assurance can be given that our systems and procedures will be adequate to support or integrate the expansion of operations resulting from organic growth or an acquisition.

Risks Related to Our Common Stock

The price of our common stock is volatile and may be less than what you originally paid for your shares of common stock.

The price of our common stock is volatile, and may fluctuate due to factors such as:

•  Actual or anticipated fluctuations in quarterly and annual results;

•  Mergers, consolidations and strategic alliances in the communication and broadcast services industry;

•  Market conditions in the equipment installation industry;

•  Our earnings estimates and those of our publicly held competitors; and

•  The general state of the stock markets.

The communication and broadcast services industry has been highly unpredictable and volatile. The market for common stock of companies in this industry may be equally volatile. Our common stock may trade at prices lower than what you originally paid for your shares.

The exercise of our outstanding convertible securities will result in a dilution of our current shareholders’ voting power and an increase in the number of shares eligible for future resale in the public market which may negatively impact the market price of our shares.

As of March 27, 2008, we have outstanding the following securities:

•  Publicly-traded warrants to purchase up to 18,000,000 common shares with an exercise price of $5.00 per share;

•  An option to purchase up to 450,000 units (each unit consisting of one common share and two warrants) at a price of $7.50 per unit, held by Wedbush Morgan Securities Inc. (part of which was transferred to Maxim Group LLC);

•  Warrants to purchase up to 942,060 shares held by previous lenders to the Company at an exercise price of $4.331 per share;

•  A warrant to purchase up to 250,000 shares held by Laurus Master Fund, Ltd. (“Laurus”) at an exercise price of $3.00 per share;

•  A warrant held by Laurus to purchase up to 150,000 shares of our common stock at an exercise price of $3.00 per share;

•  A warrant held by Creative Vistas Inc. to purchase 450,000 shares of our common stock at an exercise price of $0.01 per share;

•  A warrant to purchase up to 266,393 shares held by Magnetar Capital Master Fund Ltd. (“Magnetar”) at an exercise price of $0.01 per share and

•  2,294,650 stock options and other awards pursuant to our 2007-Long Term Incentive Plan (“LTIP”) and prior stock option plans.

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Exercise of these warrants and options will dilute our existing shareholders’ voting interest, and would lead to an increase in the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our shares.

Our common stock is traded on the OTC Bulletin Board, which may make it more difficult for shareholders to dispose of or to obtain accurate quotations as to the value of our common stock.

Our common stock is quoted on the OTC Bulletin Board. As a result, there may be no or only a limited public market for our common stock and you may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock. In addition, the “penny stock” regulations of the SEC might apply to transactions in the common stock. A “penny stock” generally includes any over-the-counter equity security that has a market price of less than $5.00 per share. The SEC regulations require the delivery, prior to any transaction in a penny stock, of a disclosure schedule prescribed by the SEC relating to the penny stock. A broker-dealer effecting transactions in penny stocks must make disclosures, including disclosure of commissions, and provide monthly statements to the customer with information on the limited market in penny stocks. These requirements may discourage broker-dealers from effecting transactions in penny stocks. If the penny stock regulations were to become applicable to transactions in shares of our common stock, they could adversely affect your ability to sell or otherwise dispose of your shares.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

Our corporate headquarters consist of an 18,500 square foot leased facility located in Englewood, Colorado. As of December 31, 2007, our operations were conducted from over 85 locations in 22 states. No individual facilities are material to our operations as most of our services are performed on the customers’ premises. In addition, suitable alternative branch locations are available in substantially all areas where we currently conduct business. We also own property and equipment that, at December 31, 2007, had a net book value of $34.9 million. This property and equipment includes vans, tools, computers, office and other equipment. Our equipment is acquired from various third-party vendors, none of which we depend upon, and we did not experience any difficulties in obtaining desired equipment.

Item 3.   Legal Proceedings

We and our subsidiaries, Ironwood Communications, Inc. (“Ironwood”) and Mountain Center, Inc. (“Mountain”) are party to four class action lawsuits in federal court in Washington, California and Oregon brought by current and former employees alleging violations of state wage and hour laws. A class has been certified in the Washington class action pending in federal court in Seattle, and a trial is scheduled for November 2008. A motion to certify a class has been filed in the Oregon case pending in federal court in Portland, but there has been no decision yet on that motion. The two California class actions are coordinated for discovery purposes before the same federal court judge in the Central District of California (Riverside). No class certification motion has been filed in either California case, which are both in early stages of discovery.

In December 2006, thirteen technicians (the “Complainants”) employed at our Farmingdale, New York location filed harassment, discrimination and retaliation charges against us with the Equal Employment Opportunity Commission (the “EEOC”) alleging that we violated Title VII of the Civil Rights Act of 1964. In September 2007, the EEOC issued a probable cause finding with respect to an alleged discriminatory incident, the occurrence of which we did not dispute. In our defense, we submitted evidence showing that we promptly hired a neutral third party to investigate the complained-of incident, that the incident was not racially motivated and that notwithstanding the investigator’s findings, the Company promptly discharged

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the employee responsible for the incident. Notwithstanding, the EEOC made a per se finding holding us responsible for the conduct of the employee responsible for committing the complained-of incident and concluded that we engaged in unlawful discriminatory practices. The EEOC determined that all other complaints of discrimination, harassment and retaliation, including any discriminatory employment practices, were unfounded and, thus, dismissed. Thereafter, in December 2007, after failure to reach a settlement, the Complainants filed a federal lawsuit against us in connection with their claims to the EEOC. The complaint purports to bring claims under Title VII, the Civil Rights Act of 1871, the 1991 Civil Rights Act, and the New York State Executive Law Section 290. In January 2008, we filed an answer to the complaint denying each of the Complainants allegations.

We intend to vigorously contest each of these claims.  Other than with respect to the Washington class action, no reserves have been recorded for these cases as we are unable to estimate the amounts of probable and reasonably estimable losses. Any reserves we have recorded may be inadequate to cover our losses relating to these claims and lawsuits and an adverse decision in a lawsuit could have a material impact on our financial condition and results of operations.

In addition to the foregoing, we are subject to a number of individual employment-related lawsuits. No reserve has been recorded for these cases as we are unable to estimate the amount of probable and reasonably estimable losses. These lawsuits are not expected to have a material impact on our results of operations, financial position or liquidity.

Item 4.   Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders during the fourth quarter of 2007.

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Part II

Item 5.   Market for the Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities

Market Information.  Our units, which consist of one share of our common stock, par value $0.0001 per share, and two warrants, each to purchase an additional share of common stock, are quoted on the OTC Bulletin Board under the symbol “CNCTU.” Our common stock is quoted separately on the OTC Bulletin Board under the symbol “CNCT.” Our publicly-traded warrants are listed separately on the OTC Bulletin Board under the symbol “CNCTW.” Prior to August 24, 2007, our units, common stock and warrants were quoted on the OTC Bulletin Board under the symbols “AVPAU,” “AVPA” and “AVPAW,” respectively.

The following tables set forth, for the calendar quarter indicated, the quarterly high and low closing prices of our units, common stock and warrants, respectively, as quoted on the OTC Bulletin Board.

	Fiscal 2007				Fiscal 2006
Units	High		Low		High		Low
First Quarter	$	6.45	$	5.85	$	6.90	$	6.04
Second Quarter	$	7.15	$	6.37	$	6.86	$	6.30
Third Quarter	$	6.80	$	3.45	$	6.30	$	6.09
Fourth Quarter	$	3.45	$	1.40	$	6.20	$	5.95

	Fiscal 2007				Fiscal 2006
Common Stock	High		Low		High		Low
First Quarter	$	4.00	$	2.17	$	4.92	$	2.78
Second Quarter	$	4.83	$	3.25	$	4.25	$	2.33
Third Quarter	$	4.67	$	2.70	$	3.65	$	1.25
Fourth Quarter	$	2.68	$	1.26	$	2.95	$	1.25

	Fiscal 2007				Fiscal 2006
Warrants	High		Low		High		Low
First Quarter	$	0.39	$	0.15	$	0.71	$	0.37
Second Quarter	$	0.67	$	0.315	$	0.65	$	0.36
Third Quarter	$	0.62	$	0.23	$	0.39	$	0.33
Fourth Quarter	$	0.40	$	0.08	$	0.36	$	0.19

Holders.  As of March 27, 2008, there were approximately 30 shareholders of record of our common stock.

Dividends.  We have never paid any cash dividends and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors regularly evaluates our dividend policy based on our financial condition, profitability, cash flow, capital requirements, and the outlook for our business. We currently intend to retain any future earnings for reinvestment and acquisitions.

Unregistered Securities Sold.

On November 9, 2007, the Company issued Magnetar Capital Master Fund, Ltd’s (“Magnetar”) a warrant to purchase 356,952 shares of common stock of the Company at an exercise price of $0.01 per share in full satisfaction of amounts owing by the Company to Magnetar in connection with Magnetar’s agreement to vote the shares it held in AVP in favor of the Arrangement at the August 24, 2007 AVP shareholders meeting. Such warrant has a five year term and was valued at $800,000 on November 9, 2007. In connection with such issuance, the Company withheld 90,559 shares underlying the warrant in order to satisfy U.S. tax withholding requirements and remitted $202,961 to the Internal Revenue Service on behalf of Magnetar. Accordingly, the warrant is exercisable for 266,393 shares.

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Item 6.   Selected Financial Data

The following table sets forth certain selected financial data for the fiscal years ended December 31, 2007, December 31, 2006, December 31, 2005, December 25, 2004, and December 27, 2003. Subsequent to December 31, 2005, we changed our year end accounting period from a 52/53 week year to a calendar year basis. The following selected financial data should be read together with our consolidated financial statements and notes thereto as well as “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Year Ended
	December 31,			December 31,			December 31,			December 25,			December 27,
	2007			2006			2005			2004			2003
				(restated)
	(In thousands, except per share data)
Revenues	$	379,768		$	331,175		$	278,641		$	210,275		$	82,316
Expenses(1)		360,483			317,672			278,477			207,535			78,701
Loss from continuing operations		(22,903	)		(8,826	)		(5,228	)		(3,731	)		(8,675	)
Net loss	$	(24,942	)	$	(14,589	)	$	(8,517	)	$	(7,451	)	$	(12,812	)
Loss per share from continuing operations
Basic and diluted	$	(1.20	)	$	(0.60	)	$	(0.36	)	$	(0.29	)	$	(0.82	)
Net loss per share
Basic and diluted	$	(1.30	)	$	(1.00	)	$	(0.59	)	$	(0.57	)	$	(1.21	)
Total assets	$	158,284		$	165,444		$	173,471		$	161,871		$	87,317
Long term liabilities, excluding deferred tax liabilities(2)		17,246			33,754			22,977			43,730			48,333
Shareholders’ equity		22,211			9,402			20,353			34,416			5.163
Cash dividends declared per common share	$	0.00		$	0.00		$	0.00		$	0.00		$	0.00

(1)	Includes: direct expenses, general and administrative expenses, foreign exchange (gain) loss, and restructuring costs.
(2)	2006 amount has been restated as a result of the reclassification of $20.5 million of long-term debt reclassified to current portion of long-term debt.

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

This Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the accompanying audited consolidated financial statements for the year ended December 31, 2007 and the related notes thereto.

Certain information included herein is forward-looking and based upon assumptions and anticipated results that are subject to risks and uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions and estimates prove incorrect, actual results may vary significantly from those expected. Reference should be made to the section entitled “Forward-Looking Statements”. Reference should also be made to Item 1A, “Risk Factors”, of this Annual Report on Form 10-K.

We generate substantially all of our revenue in the United States for which we receive payment in U.S. dollars. We prepare our consolidated financial statements in U.S. dollars and in conformity with U.S. generally acceptable accounting principles (“GAAP”). Unless otherwise indicated, all dollar amounts in this MD&A are expressed in U.S. dollars. References to “$” and “US$” are to U.S. dollars.

Certain amounts have been reclassified from the consolidated financial statements previously presented to account for discontinued operations and the reclassification of the Revolver portion of long-term debt to current.

Introduction

We provide installation, integration and fulfillment services to the home entertainment, communications and home integration service industries. The principal market for our services is the United States. Our customers include providers of satellite, cable and broadband media services as well as home builders, developers and municipalities.

Trends and Uncertainties in our Business

DIRECTV

Historically, DIRECTV has not provided fulfillment services itself; rather it has relied on companies such as 180 Connect (generally referred to by DIRECTV as ’Home Service Providers’ or ’HSPs’) to complete the fulfillment. Recently, DIRECTV has indicated an interest in bringing some portion of their fulfillment services in-house. If it were to do so at any significant scale, this could have a material impact on our financial results and future prospects.

Labor Class Action Proceedings

We are subject to various actual and potential claims, proceedings and lawsuits which may arise in the ordinary course of business as well as four class action lawsuits in federal court in Washington, California, and Oregon brought by current and former employees alleging violations of state wage and hour laws. Claimants can seek large damage awards and these claims can involve potentially significant defense costs. Any reserves we have recorded may be inadequate to cover our losses relating to these claims and lawsuits and an adverse decision in a lawsuit could have a material impact on our financial condition and results of operations.

Rising Fuel Costs

The price of fuel fluctuates based on events outside of our control. Most of our contracts do not allow us to adjust our pricing and therefore we have limited ability to pass higher fuel costs to our customers. Higher fuel costs may negatively impact our financial condition and results of operations.

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2007 Significant Operating Events

Consummation of the Plan of Arrangement

On August 24, 2007, the Arrangement was consummated.  Because the consummation of the Arrangement resulted in more than 50% of our voting securities being held by the shareholders of 180 Connect (Canada), the Arrangement has been accounted for under the reverse acquisition application of the equity recapitalization method of accounting in accordance with GAAP for accounting and financial reporting purposes. Under this method of accounting, AVP was treated as the “acquired” company for financial reporting purposes. In accordance with guidance applicable to these circumstances, the Arrangement is considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Arrangement was treated as the equivalent of 180 Connect (Canada) issuing stock for the net monetary assets of AVP, accompanied by a recapitalization. The net monetary assets of AVP were recorded at their fair value, essentially equivalent to historical costs, with no goodwill or other intangible assets recorded. The accumulated deficit of 180 Connect (Canada) has been carried forward after the closing of the Arrangement. Operations prior to the closing for all periods presented are those of 180 Connect (Canada). All common shares, warrants, options and earning per share amounts related to transactions and periods prior to August 24, 2007 have been restated in these financial statements to reflect the 0.6 exchange ratio applied to 180 Connect (Canada)’s equity instruments.

Exercise and Redemption of Convertible Debentures

On March 22, 2006, 180 Connect (Canada) completed a private placement with a group of qualified, accredited institutional investors of $10,686,101 of convertible debentures and warrants (Note 13). During the second quarter of 2007, one of the convertible debenture holders exercised its option to convert in total $2,024,785 of principal under the convertible debenture into 510,000 common shares.

The consummation of the Arrangement constituted an event of default under 180 Connect (Canada)’s convertible debentures. In the third quarter of 2007, the convertible debenture holders exercised their right to redeem the convertible debentures in full. We paid the holders of the convertible debentures $10,393,577, which included outstanding principal and a 20% redemption premium, excluding accrued but unpaid interest.

Reduction of Letter of Credit

During 2007, as a result of a reduction in our insurance obligations, we negotiated a reduction in our required letter of credit (“LOC”). The LOC requirement, which is collateralized with our restricted cash, was reduced by $6.3 million. This reduction in our restricted cash balance was offset by a $2.0 million increase in restricted cash as collateral for bonds on projects currently in progress by our network services operation.

On March 19, 2008, as a result of the reduction in our insurance obligations, we negotiated a reduction in our LOC requirement by approximately $2.0 million.

Seasonality

We need working capital to support seasonal variations in our business. Our customers’ subscriber growth, and thus the revenue earned by us, tends to be higher in the third and fourth quarters of the year. We generally experience seasonal working capital needs from approximately January through June. The following chart sets forth our revenue distribution by quarter for fiscal years 2005 through 2007.

Revenue distribution by quarter	Quarter 1			Quarter 2			Quarter 3			Quarter 4			Total
Year 2007		24.1	%		22.9	%		26.8	%		26.2	%		100	%
Year 2006		22.1	%		22.6	%		26.8	%		28.5	%		100	%
Year 2005		22.8	%		22.2	%		26.8	%		28.2	%		100	%

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Significant Accounting Policies

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting periods. The most significant assumptions made by management in the preparation of our consolidated financial statements include: (i) provisions for credit adjustments and doubtful accounts to reflect credit exposures and unrecoverable amounts; (ii) valuation allowances and impairment assessments for various assets, including customer contracts and goodwill; (iii) the useful life and residual value of property, plant and equipment; (iv) deferred income taxes; (v) accruals related to liabilities arising from legal claims; and (vi) periodic estimates of ultimate liabilities related to losses associated with workers’ compensation and employment liability, business automotive liability and general liability insurance claims. Actual results could differ as a result of revisions to estimates and assumptions which may have a material impact on financial results of future periods. The policies described below are considered to be critical accounting estimates, as they require significant estimation or judgment. For additional information see Note 2, “Significant Accounting Policies,” of our consolidated financial statements included in Item 8.

Reserves

The majority of our revenues are earned from executing work orders received from our customers. We are required to make an estimate of an appropriate reserve on our receivables. We consider factors such as the number of days the account is past due, the status of an account with respect to our past collection history, our historical charge backs as well as penalties and changes in business circumstances. The estimated reserve required is a matter of judgment and the actual loss eventually sustained may be more or less than the estimate depending on events which have yet to occur and which are uncertain including future business and economic conditions. Conditions causing deterioration or improvement in the aging of accounts and collections or deterioration or improvement of customer service will increase or decrease reserve expense.

Other Intangible Assets

The intangible assets consist primarily of customer contracts acquired from acquisitions. Intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Such an asset is considered impaired if the carrying amount of the asset grouping including the intangible asset exceeds the sum of the undiscounted cash flows expected to result from the use and ultimate disposition of the assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds fair value determined using a discounted cash flow model. While our cash flow assumptions and estimated useful lives are consistent with our business plans, significant judgment is involved in determining cash flows including growth, profitability projections and earnings multiples.

The acquired companies had existing contracts with their customers at the time of the acquisition. These contracts required us to provide installation and other services over a period of time in a specific geographic area on an exclusive basis for our customers. These contracts were recognized apart from goodwill as these assets resulted from contractual or other legal rights and these assets are capable of being separated or divided from the acquired enterprise. As such, a value was assigned to the future benefits to be realized from these exclusive contractual agreements with our customers. We amortize these contracts over a ten year period.

The fair value of the customer contracts was initially determined by a third-party valuation company at the time of acquisition of the entities to which the customer contracts were related. The valuation company used the excess earnings approach to value the customer relationships by projecting revenue and expenses attributable to the current customer relationship. The customer contracts were assigned a

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ten year life based upon existing terms of the customer contracts, the likely renewal periods for customer contracts and barriers to entry for competitors that would make it unlikely that our customers could find replacement service providers. Customer contracts are amortized ratably over the life of the customer contract.

We test customer contracts for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Indicators of impairment would include loss of customers, declining revenues or the closure of branches. Recoverability is assessed based on the carrying amount of the assets and their net recoverable value, which is generally determined based on undiscounted cash flows expected to result from the use and the eventual disposal of the assets. An impairment loss is recognized to write the assets down to their fair value.

When a contract is being tested for impairment, uncertainties and risks inherent in the assumptions included in the future cash flows include the revenue growth projection and expense estimates. Management believes that the growth rate and expense estimate assumptions used in the calculations of future cash flows are reasonable.

Significant judgments in this area involve determining whether a triggering event has occurred and the determination of the cash flows for the assets involved and, when necessary, the discount rate to be applied in determining fair value. As of December 31, 2007, there were no events or circumstances that indicated that an impairment may have occurred. Management prepared a sensitivity analysis whereby the estimated revenues and expenses were changed by 5% and noted that the results of the analysis would not have resulted in the impairment of customer contracts.

Goodwill

Prior to January 1, 2002, amounts allocated to goodwill were amortized over five years. Subsequent to January 1, 2002, we test for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the asset might have been impaired. We assess the recoverability of the carrying value of our goodwill on an annual basis. As part of our annual evaluation, we consider several factors including operating results and trends, closure of branch operations, changes in client relationships and general economic conditions. The assumptions about future cash flows and growth rates are based on our budget and business plans and varying growth rate assumptions for periods beyond the long-term business plan period. Significant changes in these factors could result in an impairment of goodwill.

We assess goodwill for impairment at the satellite, cable and home integration lines of our business. Discrete financial information is available and reviewed by operating managers for each component. To test for goodwill impairment, we use the two-step impairment process. The first impairment test is to compare the fair value of the component with its carrying amount, including goodwill, in order to identify a potential impairment. Fair value is calculated using a discounted cash flow model where the estimated future cash flows are discounted by the weighted average cost of capital. When the fair value of a component exceeds its carrying amount, goodwill of the component is considered not to be impaired and the second step of calculating the impairment is unnecessary. If step one of the test is not met, an impairment loss is recorded for the carrying amount of the goodwill exceeding the implied fair value of that goodwill.

Uncertainties and risks inherent in the assumptions included in the future cash flows include revenue growth projection and expense estimates and the discount rate used. The assumptions used to calculate future cash flows are based on management’s best estimates but are subject to changes as they are based on forward-looking information. Management believes that the assumptions used in the calculations of future cash flows are reasonable as the revenue growth rate selected by management for use in the discounted cash flow model is lower than the actual revenue growth rate for each component for the last two fiscal years and the expense estimates include projected increases year over year.

As of December 31, 2007, there have been no events or circumstances that would indicate impairment has occurred. Management prepared a sensitivity analysis whereby the estimated revenues and

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expenses were changed by 5% and noted that the results of the analysis would not have resulted in the impairment of goodwill. At the date of the last impairment test for each reporting unit, the fair value exceeded the carrying value by more than 10%.

Leases

Leases have been classified as either capital or operating leases. Leases which transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as if there were an acquisition of an asset and incurrence of an obligation at the inception of the lease and are accounted for as capital leases. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred.

If at inception a lease meets one or more of the following four criteria, the lease is considered a capital lease.

1.	The lease transfers ownership of the property to the lessee by the end of the lease term. This criterion is met in situations in which the lease agreement provides for the transfer of title at or shortly after the end of the lease term in exchange for the payment of a nominal fee, for example, the minimum required by statutory regulation to transfer title.
2.	The lease contains a bargain purchase option. A bargain purchase option is one that allows the lessee, at his option, to purchase the leased property for a price that, at the inception of the lease, appears to virtually assure transfer of the property to the lessee at the date the option becomes exercisable.
3.	The lease term is equal to 75% or more of the estimated economic life of the leased property. However, if the beginning of the lease term falls within the last 25% of the total estimated economic life of the leased property, including earlier years of use, this criterion shall not be used for purposes of classifying the lease.
4.	The present value of the minimum lease payments, exclusive of executory costs, at inception of the lease is at least 90 percent of the fair value of the leased property to the lessor less any related investment tax credit retained by the lessor. Executory costs are the normal costs of operating and maintaining an asset. They include insurance, property taxes, and maintenance and repair services. This criterion is also subject to the 25% constraint noted in (3) above. The present value of the minimum lease payments should be calculated using the incremental borrowing rate, unless the rate implicit in the lease can be determined and such rate is less than the incremental borrowing rate.

In 2005, we entered into agreements with third party leasing companies to lease over 2,200 vehicles pursuant to our fleet expansion program. As of December 31, 2007, we have approximately 3,000 vehicles included as capital lease obligations in the consolidated financial statements.

Income Taxes

We account for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. SFAS 109 requires deferred tax assets and liabilities to be recognized for temporary differences between the tax basis and financial reporting basis of assets and liabilities, computed at the expected tax rates for the periods in which the assets or liabilities will be realized, as well as for the expected tax benefit of net operating loss and tax credit carryforwards. We have recorded a valuation allowance against all of our United States and foreign net deferred tax assets in jurisdictions where we have incurred significant losses. We have in accordance with SFAS 109 evaluated the recoverability of our net deferred tax assets and concluded that it was more likely than not that all of net deferred tax assets would not be realized and recorded a valuation allowance accordingly. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those deferred tax assets become deductible, the timing and amount of which is uncertain. We assess the recoverability of our net deferred tax assets on a quarterly basis. If we determine that it is more likely than not that we will realize a portion or

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all of our remaining net deferred tax assets, some portion or all of the valuation allowance will be reversed with a corresponding reduction in income tax expense in such period.

We have significant taxable losses available to be carried forward into future years. However, due to the uncertainty of realization of these losses and other deferred tax assets, we have recorded a valuation allowance against all of those assets. We do not foresee any significant tax expense except to our Canadian subsidiary, Wirecomm Systems, Inc. which has taxable income and has exhausted most of its deferred tax assets. Proper accrual has therefore been made for the Canadian tax liability.

The majority of the Company’s U.S. operations are included in a federal consolidated tax return under Section 1501 of the Internal Revenue Code and therefore, most of our U.S. tax losses are available for future use subject to Section 172 and Section 382 limitations. The Company has not completed an analysis of limitations on the future ability to use net operating losses under Section 382. Such limitations could significantly impact the amount of the Company’s net operating loss carryforward available to offset future taxable income. Due to a restructuring completed by the Company in December, 2007, certain net operating losses might also be limited under the SRLY rules of the internal revenue code.

Material changes in valuation allowance during the year are attributable to losses sustained during 2007 by our U.S. subsidiaries. The deferred tax assets for all these losses have been reserved for by a valuation allowance as we do not expect them to be utilized in the near future.

Insurance Premium Deposits

We maintain a self-insurance program for casualty coverage, including workers compensation, automobile and general liability coverage. Property coverage is insured by a leading insurance carrier in the U.S. The program is administered by a U.S.-based insurance company. As part of the self-insurance program, we are required to pay up to $100,000 in California and $500,000 in all other States, for each individual workers compensation claim, and up to $350,000 for each auto liability claim. The aggregate limit is $29,295,000 for all workers compensation and automobile liability claims. We are required to pay up to $500,000 for each general liability claim incurred during the period ending April 30, 2008. Any amounts exceeding the maximum amounts are covered by our umbrella insurance policy. As is common with these types of insurance programs, we are required to make periodic estimates of our ultimate actuarially determined liability, based on experience, claims filed and an estimate of claims incurred but not yet reported. These estimates take into account policy loss limits and future anticipated payouts on an individual claims basis. We make periodic premium payments to the program administrator to cover claim payments as well as associated fixed costs.

We calculate the annual insurance cost using actuarial estimates provided by third party service providers at the beginning of the plan year. For the plan years prior to May 1, 2004 and for the plan year starting on May 1, 2006, we are required to pre-pay the full estimated costs of insurance for the plan year. The accounting for those periods was to record a prepaid asset for the payments made in advance of the plan year. The prepaid asset was then amortized on a pro rata basis each month during which the coverage was provided. For the plan years beginning on May 1, 2004 and May 1, 2005, we entered into an agreement with our insurance carrier which required us to pay the fixed costs associated with the insurance plan up-front, and pay the actual claim amounts as they were settled by putting in place necessary collateral in the form of letters of credit.

Commitments and Contingencies

We are subject to various claims and contingencies related to lawsuits, taxes and commitments under contractual and other commercial obligations. We recognize liabilities for contingencies and commitments when a loss is probable and capable of being estimated. Significant changes in our assumptions as to the likelihood and estimates of the amount of a loss could result in recognition of an additional liability.

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Relationship with DIRECTV

DIRECTV revenue is recognized when the work orders are closed. Our agreements with DIRECTV include mechanisms whereby the amount due to us from DIRECTV may be reduced for certain reasons. These reasons include a failure to complete a work order as defined within the agreements, amounts paid to us in error or credits issued to DIRECTV customers that were the result of poor services provided by us. Based on historical amounts for actual chargebacks, we calculate and record a chargeback estimate and record this as a monthly expense and reserve against service revenue. For the year ended December 31, 2007, $5.7 million in chargebacks (1.5% of revenue) was deducted from revenue as compared to $5.0 million (1.5% of revenue) in 2006.

We recognize revenue from our role as a commissioned sales agent regarding DIRECTV’s direct broadcast services. Sales for the year ended December 31, 2007 were $1.2 million versus $1.0 million recorded in the year ended December 31, 2006. Direct contribution margin (“DCM”) recognized from this revenue activity was $0.4 million for each of the years ended December 31, 2007 and 2006.

Included in the DCM for the year ended December 31, 2006 is the effect of approximately $1.1 million of excess equipment costs resulting partially from inventory write-offs and from the usage of more expensive equipment in the installation process which was not reimbursed. The write-offs are included as a direct cost as they represent inventory shrinkage due to poor inventory management practices.

Financial Review

Revenue from continuing operations is generated from providing installation, integration, fulfillment and long-term maintenance and support services to the home entertainment, communications and home integration service industries. Our services are engaged by our customers pursuant to ongoing contracts and on a project-by-project basis.

Direct cost of revenue is comprised primarily of direct labor costs including amounts paid to our extensive labor force of technicians and third party subcontractors. Also included in direct costs are materials, supplies, insurance and costs associated with operating vehicles.

General and administrative expenses consist of personnel and related costs associated with our administrative functions, professional fees, office rent and other corporate related expenses.

Subsequent to December 31, 2005, we changed our year end accounting period from a 52/53 week year to a calendar year basis. The amounts presented below have been reclassified to reflect the adjustments associated with our discontinued operations. This financial information has been derived principally from our audited consolidated financial statements. This summary financial and operating information should be read in conjunction with our audited consolidated financial statements and the related notes together with the discussion contained herein.

Selected Financial Highlights — Year and Quarter Ended December 31, 2007

For the twelve months ended December 31, 2007 as compared to the twelve months ended December 31, 2006:

Full Year Highlights

•  Revenue grew to $379.8 million, an increase of $48.6 million, or 14.7%, compared to revenue of $331.2 million in 2006.

•  EBITDA from continuing operations⁽¹⁾ was $19.3 million, an increase of $5.8 million or 43% compared to $13.5 million in 2006.

•  Total cash provided by operating activities was $1.5 million, a decrease of $4.8 million from the cash provided by operating activities of $6.3 million in 2006.

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•  Loss from continuing operations was $22.9 million, an increase of $14.1 million compared to a loss from continuing operations of $8.8 million in 2006.

•  Net loss was $24.9 million, an increase of $10.3 million compared to a net loss of $14.6 million in 2006.

•  Net loss per share for the twelve months ended December 31, 2007 and December 31, 2006, respectively, is as follows:

•  Loss from continuing operations was $1.20 per share basic and diluted compared to a loss from continuing operations of $0.60 per share basic and diluted in 2006.

•  Net loss was $1.30 per share basic and diluted compared to net loss of $1.00 per share basic and diluted in 2006.

(1) EBITDA from continuing operations excludes depreciation, amortization of customer contracts, interest and loan fees, (gain) loss on change in fair value of derivative liabilities, gain on the extinguishment of debt, (gain) loss on sale of investments and assets, other expense and income tax expense (benefit). EBITDA from continuing operations is a non-GAAP measure and does not have a standardized meaning prescribed by GAAP. Therefore, EBITDA from continuing operations is not likely to be comparable to similar measures presented by other issuers. See “Non-GAAP Measures.” Management believes that this term provides a better assessment of cash flow from our operations by eliminating the charges for depreciation and amortization, which are non-cash expense items, (gain) loss on sale of investments and assets, (gain) loss on fair market value of derivative liabilities, gain on the extinguishment of debt, and other expense which is not considered to be in the normal course of operating activity. The comparative GAAP measure is loss from continuing operations. A reconciliation of EBITDA from continuing operations to loss from continuing operations is contained in this MD&A under “EBITDA from continuing operations”.

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Results of Operations

Comparison of Years Ended December 31, 2007 and 2006

	December 31,			December 31,
	2007			2006			% Change
Revenue	$	379,767,879		$	331,175,241			14.7	%
Direct expenses		341,108,774			297,073,863			14.8	%
Direct contribution margin(1)		38,659,105			34,101,378			13.4	%
General and administrative(2)		19,223,846			19,675,497			(2.3	)%
Foreign exchange (gain) loss		(124,329	)		30,361			(509.5	)%
Restructuring costs		275,000			892,688			(69.2	)%
Depreciation		12,061,858			13,398,987			(10.0	)%
Amortization of customer contracts		3,681,499			3,712,673			(0.8	)%
Other (income) expense:
Interest and loan fees		16,272,393			10,043,504			62.0	%
Gain on extinguishment of debt		—			(1,233,001	)		—
(Gain) loss on sale of investments and assets		715,151			(726,086	)		(198.5	)%
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)		(468.1	)%
Other expense		3,579,459			—			—
Loss from continuing operations before income tax expense (benefit)		(22,046,717	)		(10,329,309	)		113.4	%
Income tax expense (benefit)		856,576			(1,503,271	)		(157.0	)%
Loss from continuing operations		(22,903,293	)		(8,826,038	)		159.5	%
Loss from discontinued operations		(2,039,073	)		(5,762,800	)		(64.6	)%
Net loss for the period	$	(24,942,366	)	$	(14,588,838	)		71.0	%
Net loss per share from continuing operations
Basic	$	(1.20	)	$	(0.60	)
Diluted	$	(1.20	)	$	(0.60	)
Net loss per share
Basic	$	(1.30	)	$	(1.00	)
Diluted	$	(1.30	)	$	(1.00	)

(1)

DCM consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange (gain) loss, restructuring costs, depreciation, amortization of customer contracts, interest and loan fees, (gain) loss on sale of investments and assets, other expense, gain (loss) on change in fair value of derivative liabilities, gain on extinguishment of debt, and income tax expense (benefit). DCM is a non-GAAP measure. The comparative GAAP measure is loss from continuing operations. For a reconciliation of DCM to loss from continuing operations, see “Direct Contribution Margin”.

(2)

General and administrative includes stock-based compensation of $860,035 and $91,214, for the years ended December 31, 2007, and December 31, 2006, respectively.

Revenue

Revenue for the year ended December 31, 2007 increased to $379.8 million from $331.2 million for the year ended December 31, 2006. This 14.7% increase reflects continued growth in revenue resulting from DIRECTV channeling more work to us through their home services provider network and increased

21

customer demand resulting from DIRECTV’s initiatives to promote high definition products sales and upgrades as well as growth in our cable operations, home and network services businesses. Work order volume from DIRECTV for the year ended December 31, 2007, increased by 15.3% from the year ended December 31, 2006. In addition to the benefits of this increase in volume, there was also a favorable rate impact realized in the year due to the rate increases initiated in the second quarter of 2007. Different rates are earned for each type of service completed and the mix of services (installations, upgrades and service) impacts both the revenue per call and number of service calls that may be completed. The financial impact of the volume and rate increase, partially offset with the less favorable rate and mix, was $42.4 million for the year ended December 31, 2007.

For the year ended December 31, 2007, cable operations continued to grow, particularly in Rogers Communications and Time Warner, which experienced increases of 60% and 24%, respectively, partially offset by a reduction in revenue at certain other cable operations. Overall cable revenues for the year ended December 31, 2007 were 10% greater than in the year ended December 31, 2006. Revenue for our network services business for the year ended December 31, 2007 were 2% greater than in the year ended December 31, 2006, and revenue of our 180 Home business grew by 85% off a relatively small base.

Revenue from the majority of our customers is recognized when work orders are closed. Our contracts with our customers also include mechanisms whereby we are not paid for certain work that is not completed within the specifications of the contract. Based upon historical payments, we calculate and estimate a reserve against revenue each month. For the year ended December 31, 2007, $5.7 million (1.5% of revenue) was recorded as a deduction to revenue as compared to $5.0 million (1.5% of revenue) for the year ended December 31, 2006.

Direct Contribution Margin

DCM, defined as revenue less direct operating expenses, increased by $4.6 million, or 13.4%, from $34.1 million for the year ended December 31, 2006 to $38.7 million for the year ended December 31, 2007. The increase in DCM is primarily due to the revenue growth discussed above and reductions in insurance expense, partially offset by an increase in fuel prices. DCM, as a percentage of revenue DCM decreased from 10.3% in 2006 to 10.2% in 2007.

DCM is a non-GAAP measure. The comparable GAAP measure is loss from continuing operations. Loss from continuing operations of $22.9 million in the year ended December 31, 2007 increased by $14.1 million compared to loss from continuing operations of $8.8 million in the year ended December 31, 2006. The following is a reconciliation of DCM to loss from continuing operations, the comparable GAAP measure.

22

Reconciliation of DCM to Loss from Continuing Operations

	December 31,			December 31,
	2007			2006
Direct contribution margin(1)	$	38,659,105		$	34,101,378
General and administrative(2)		19,223,846			19,675,497
Foreign exchange (gain) loss		(124,329	)		30,361
Restructuring costs		275,000			892,688
Depreciation		12,061,858			13,398,987
Amortization of customer contracts		3,681,499			3,712,673
Other (income) expense:
Interest and loan fees		16,272,393			10,043,504
Gain on extinguishment of debt		—			(1,233,001	)
(Gain) loss on sale of investments and assets		715,151			(726,086	)
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)
Other expense		3,579,459			—
Loss from continuing operations before income tax expense (benefit)		(22,046,717	)		(10,329,309	)
Income tax expense (benefit)		856,576			(1,503,271	)
Loss from continuing operations	$	(22,903,293	)	$	(8,826,038	)

(1)

DCM consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange (gain) loss, restructuring costs, (gain) loss on sale of investments and assets, depreciation, amortization of customer contracts, interest and loan fees, (gain) loss on change in fair value of derivative liabilities, gain on extinguishment of debt, other expense, and income tax expense (benefit). DCM is a non-GAAP measure. See “Non-GAAP Measures”. The comparative GAAP measure is loss from continuing operations.

(2)

General and administrative includes stock-based compensation of $860,035 and $91,214, for the years ended December 31, 2007, and December 31, 2006, respectively.

General and Administrative Expenses, Restructuring Costs and Non-Cash Stock-Based Compensation

General and administrative expenses were $19.2 million for the year ended December 31, 2007, a decrease of $0.5 million from the year ended December 31, 2006. General and administrative expenses as a percentage of revenue decreased to 5.0% for the year ended December 31, 2007 from 5.9% for the year ended December 31, 2006. The decrease in general and administrative expenses is primarily due to lower legal and professional fees in 2007. Stock-based compensation was $0.9 million for the year ended December 31, 2007, as a result of the grant of employee stock options, restricted stock units, and share appreciation rights compared to $0.1 million for the year ended December 31, 2006.

In addition to the general and administrative expenses above, there were restructuring charges of approximately $0.3 million and $0.9 million for the years ended December 31, 2007 and December 31, 2006, respectively, due to the completion of our relocation of our corporate offices to Denver, Colorado.

EBITDA from Continuing Operations

EBITDA from continuing operations for the year ended December 31, 2007 increased to $19.3 million from $13.5 million in the year ended December 31, 2006, an increase of $5.8 million or 42.8%. This increase is primarily attributed to an increase in direct contribution margin discussed above. For the year ended December 31, 2007, EBITDA includes $0.9 million in non-cash compensation expense related to our Long-Term Incentive Plan, as well as $0.3 million for restructuring, $0.8 million for costs incurred in

23

connection with the registration and listing of 180 Connect (Canada)’s shares on a U.S. exchange, which was subsequently abandoned in connection with the Arrangement, and non capitalized costs related to the consummation of the Arrangement.

EBITDA is a non-GAAP measure. The comparable GAAP measure is loss from continuing operations. Loss from continuing operations was $22.9 million and $8.8 million for the years ended December 31, 2007 and December 31, 2006, respectively. The following is a reconciliation of EBITDA to loss from continuing operations, the comparable GAAP measure.

Reconciliation of EBITDA to Loss from Continuing Operations

	December 31,			December 31,
	2007			2006
EBITDA from continuing operations(1)	$	19,284,588		$	13,502,832
Depreciation		12,061,858			13,398,987
Amortization of customer contracts		3,681,499			3,712,673
Other (income) expense:
Interest and loan fees		16,272,393			10,043,504
Gain on extinguishment of debt		—			(1,233,001	)
(Gain) loss on sale of investments and assets		715,151			(726,086	)
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)
Other expense		3,579,459			—
Loss from continuing operations before income tax expense (benefit)		(22,046,717	)		(10,329,309	)
Income tax expense (benefit)		856,576			(1,503,271	)
Loss from continuing operations	$	(22,903,293	)	$	(8,826,038	)

(1) See “Non-GAAP Measures”

Depreciation and Amortization of Customer Contracts

For the year ended December 31, 2007, depreciation expense of $12.1 million represents a decrease of $1.3 million from the year ended December 31, 2006. This decrease is primarily attributable to the change in useful life of the vehicles from 48 months in 2006 to 60 months in 2007 in order to better reflect the useful life of the asset. Amortization of customer contracts was $3.7 million for the years ended December 31, 2007 and December 31, 2006.

Other Income and Expense and Interest and Loan Fees

Interest and loan fees were $16.3 million for the year ended December 31, 2007, an increase of $6.2 million over the year ended December 31, 2006. This increase is due in part to a $1.4 million commitment fee and $0.2 million management fee paid to Laurus to secure additional financing to fund working capital prior to the Arrangement. The amortization of deferred financing costs, re-pricing of warrants, accretion attributed to the warrants associated with the convertible debentures and Laurus long-term debt financing also increased interest and loan fees by approximately $4.6 million for the year ended December 31, 2007.

During the third quarter of 2006, we recognized a gain of $1.2 million on the extinguishment of debt that we had with a previous lender. The gain was a result of our negotiations with our prior lender reducing the amount of our final payment including any accrued interest to an agreed upon amount below what had previously been recorded by us.

24

The (gain) loss on sale of investments and assets reflects a $1.4 million increase to the loss from continuing operations for the year ended December 31, 2007 as compared to year ended December 31, 2006. In the first quarter of 2006, we sold our interest in Control F-1 Corporation (“Control F-1”) to Computer Associates International, Inc. and Computer Associates Canada Company for net proceeds of $1.3 million, which was recognized as a pre-tax gain of $1.3 million in the year ended December 31, 2006. The investment had been previously written down to zero in 2004 due to prevailing market conditions. In addition, we had a loss on the disposal of assets of $0.7 million and $0.6 million for the year ended December 31, 2007 and December 31, 2006, respectively.

The loss on fair value of derivative liabilities was $5.0 million for the year ended December 31, 2007, compared to a gain on fair value of derivative liabilities of $1.4 million for the year ended December 31, 2006. In the third quarter of 2007, the convertible debt holders redeemed the convertible debt for cash. The loss on the fair market value of the embedded derivatives for the year ended December 31, 2007 was $2.6 million, compared to a gain on the embedded derivatives of $1.3 million in the comparable period in 2006. The gain on the fair value of the convertible debt warrants was $0.9 million for the year ended December 31, 2007 compared to a gain of zero for the year ended December 31, 2006. For the year ended December 31, 2007, the loss on the fair value of the public warrants was $0.6 million as compared to zero for the year ended December 31, 2006. In connection with the Arrangement, two unrelated third parties agreed with180 Connect (Canada) to purchase 400,000 and 100,000 shares, respectively, of AVP and to vote these shares in favor of the Arrangement at the August 24, 2007 AVP shareholders meeting. 180 Connect (Canada) agreed to a make whole formula with these individuals to be settled within 30 days of consummation of the Arrangement. The consummation of the Arrangement resulted in a $2.8 loss on the fair value of derivative liabilities for the year ended December 31, 2007 compared to zero for the year ended December 31, 2006.

For the year ended December 31, 2007, we had $3.6 million in other expenses, primarily attributed to bonuses earned by certain of our directors and employees as a result of the consummation of the Arrangement.

Income Tax Expense (Benefit)

We recorded income tax expense of $0.9 million and an income tax benefit of $1.5 million for the years ended December 31, 2007 and December 31, 2006, respectively.

Loss from Continuing Operations

Loss from continuing operations for the year ended December 31, 2007 was $22.9 million compared to a loss from continuing operations of $8.8 million for the year ended December 31, 2006 for reasons discuss above.

Loss from Discontinued Operations

Loss from discontinued operations related to the closure of operations at certain non-profitable branches as well as certain operations where the contracts with the customers were not renewed for the year ended December 31, 2007 was $2.0 million compared to loss from discontinued operations of $5.8 million for the year ended December 31, 2006. The revenue and expenses of these locations have been reclassified as discontinued operations for all periods presented.

Net Loss

Net loss for the year ended December 31, 2007 was $24.9 million compared to a net loss of $14.6 million for the year ended December 31, 2006.

25

Results of Operations

Comparison of Years Ended December 31, 2006 and 2005

	December 31,			December 31,
	2006			2005			% Change
Revenue	$	331,175,241		$	278,640,517			18.9	%
Direct expenses		297,073,863			255,120,324			16.4	%
Direct contribution margin(1)		34,101,378			23,520,193			45.0	%
General and administrative(2)		19,675,497			21,702,824			(9.3	)%
Foreign exchange (gain) loss		30,361			(18,692	)		(262.4	)%
Restructuring costs		892,688			1,672,485			(46.7	)%
Depreciation		13,398,987			6,147,874			118.0	%
Amortization of customer contracts		3,712,673			4,093,985			(9.3	)%
Other (income) expense:
Interest and loan fees		10,043,504			3,440,690			191.9	%
Gain on extinguishment of debt		(1,233,001	)		—			—
Gain on sale of investments and assets		(726,086	)		(6,897,291	)		(89.5	)%
Impairment of goodwill and customer contracts					608,096			—
Gain on change in fair value of derivative liabilities		(1,363,936	)		—			—
Loss from continuing operations before income tax Benefit		(10,329,309	)		(7,229,778	)		42.9	%
Income tax benefit		(1,503,271	)		(2,001,727	)		(24.9	)%
Loss from continuing operations		(8,826,038	)		(5,228,051	)		68.8	%
Loss from discontinued operations		(5,762,800	)		(3,288,604	)		75.2	%
Net loss for the period	$	(14,588,838	)	$	(8,516,655	)		71.3	%
Net loss per share from continuing operations
Basic	$	(0.60	)	$	(0.36	)
Diluted	$	(0.60	)	$	(0.36	)
Net loss per share
Basic	$	(1.00	)	$	(0.59	)
Diluted	$	(1.00	)	$	(0.59	)

(1)

DCM consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange (gain) loss, restructuring costs, depreciation, amortization of customer contracts, interest and loan fees, gain on sale of investments and assets, gain on change in fair value of derivative liabilities, gain on extinguishment of debt, impairment of goodwill and customer contracts and income tax benefit. DCM is a non-GAAP measure. The comparative GAAP measure is loss from continuing operations. For a reconciliation of DCM to loss from continuing operations, see “Direct Contribution Margin”.

(2)

General and administrative includes stock-based compensation of $91,214 and $1,387,133 for the years ended December 31, 2006, and December 31, 2005, respectively.

Revenue

Revenue for the year ended December 31, 2006 increased to $331.2 million from $278.6 million for the year ended December 31, 2005. This 18.9% increase reflects continued growth in revenue resulting from DIRECTV channeling more work through their home services provider network and increased

26

customer demand resulting from advanced product penetration as well as growth in our cable, digital interiors and network services businesses. Advanced product penetration refers to installations and upgrades that we completed with DVR, HD or an HD/DVR receiver. These increases are due to DIRECTV’s marketing efforts to promote the installation and upgrades. Work order volume from DIRECTV for the year ended December 31, 2006 increased by 20.7% year over year. The benefits of this increase were partially offset by the impact of a less favorable mix. Different rates are earned for each type of service completed and the mix of services (installations, upgrades and service) impact both the revenue per call and number of service calls that may be completed. The financial impact of the volume increase, partially offset with the less favorable rate and mix, was $36.5 million for the year ended December 31, 2006.

Throughout 2006 our cable operations continued to grow, adding new operations serving customers such as WoW in Detroit and Time Warner in Greensboro, and expanding current operations for our customers Cablevision, Time Warner and Rogers Communications.

Additionally, the New Orleans operation servicing Cox Communication has been completely rebuilt after hurricane Katrina and is operating at pre-Katrina levels. We continued to dedicate resources to supporting growth of our cable business which resulted in a $12.1 million, or 35%, increase in revenue over the prior year.

Revenue from the majority of our customers is recognized when work orders are closed. Our contracts with our customers also include mechanisms whereby we are not paid for certain work that is not completed within the specifications of the contract. Based upon historical payments, we calculate and estimate a reserve against revenue each month. For the year ended December 31, 2006, $5.0 million (1.5% of revenue) was recorded as a deduction to revenue as compared to $3.7 million (1.3% of revenue) for the year ended December 31, 2005.

Direct Contribution Margin

DCM, defined as revenue less direct operating expenses, increased by $10.6 million, or 45.0%, from $23.5 million in the year ended December 31, 2005 to $34.1 million in the year ended December 31, 2006. DCM, as a percentage of revenue, increased to 10.3% in 2006 from 8.4% in 2005.

This increase is due to the revenue growth in our satellite and cable businesses as well as the consistently increasing contribution from our network services, retail and 180 Home businesses which accounted for over $2.2 million of the improvement in 2006. We continued rolling out our perpetual inventory system throughout our operations. The rollout was completed in the second quarter of 2007. This system is expected to improve our inventory process and reduce unnecessary costs currently being incurred. The increase of DCM is also a result of the lack of significant start-up operations in the cable business as well as the absence of the effects of Hurricane Katrina, which temporarily closed operations in Louisiana and Texas and resulted in nationwide increases in fuel prices.

DCM is a non-GAAP measure. The comparable GAAP measure is loss from continuing operations. Loss from continuing operations of $8.8 million in the year ended December 31, 2006 increased by $3.6 million compared to loss from continuing operations of $5.2 million in the year ended December 31, 2005. See reconciliation of DCM to loss from continuing operations, the comparable GAAP measure.

27

Reconciliation of DCM to Loss from Continuing Operations

	December 31,			December 31,
	2006			2005
Direct contribution margin(1)		34,101,378			23,520,193
General and administrative		19,675,497			21,702,824
Foreign exchange (gain) loss		30,361			(18,692	)
Restructuring costs		892,688			1,672,485
Depreciation		13,398,987			6,147,874
Amortization of customer contracts		3,712,673			4,093,985
Other (income) expense:
Interest and loan fees		10,043,504			3,440,690
Gain on extinguishment of debt		(1,233,001	)		—
Gain on sale of investments and assets		(726,086	)		(6,897,291	)
Impairment of goodwill and customer contracts					608,096
Gain on change in fair value of derivative liabilities		(1,363,936	)		—
Loss from continuing operations before income tax benefit		(10,329,309	)		(7,229,778	)
Income tax benefit		(1,503,271	)		(2,001,727	)
Loss from continuing operations		(8,826,038	)		(5,228,051	)

(1)

DCM consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange (gain) loss, restructuring costs, gain on sale of investments and assets, depreciation, amortization of customer contracts, interest and loan fees, gain on change in fair value of derivative liabilities, gain on extinguishment of debt, impairment of goodwill and customer contracts and income tax benefit. DCM is a non-GAAP measure. See “Non-GAAP Measures”. The comparative GAAP measure is loss from continuing operations.

(2)

General and administrative includes stock-based compensation of $91,214 and $1,387,133 for the years ended December 31, 2006, and December 31, 2005, respectively.

General and Administrative Expenses, Restructuring Costs and Stock-Based Compensation

General and administrative expenses were $19.7 million for the year ended December 31, 2006, a decrease of $2.0 million or 9.3% from the year ended December 31, 2005. General and administrative expenses as a percentage of revenue decreased from 7.8% for the year ended December 31, 2005 to 5.9% for the year ended December 31, 2006. The decrease in general and administrative expenses is primarily due to lower salary, consulting and travel expenses of approximately $2.3 million, partially offset by certain non-capitalized expenses related to the refinancing of our debt, legal and professional fees related to our U.S. listing costs totaling approximately $1.5 million. Stock-based compensation was $0.1 million for the year ended December 31, 2006, compared to $1.4 million for the year ended December 31, 2005 due to stock compensation related to the 2003 acquisition of the remaining 7% interest in Cable Play Inc.

In addition to the general and administrative expenses above is a restructuring charge of approximately $0.9 million for employee severance and related costs associated with the completion of the move of our back office operations and corporate offices to Denver. The comparable period of 2005 reflects a restructuring charge of $1.7 million related to the commencement of our move of our back office operations and corporate offices.

EBITDA from Continuing Operations

EBITDA from continuing operations for the year ended December 31, 2006 increased to $13.5 million from $0.2 million for the year ended December 31, 2005. This $13.3 million increase is primarily attributed

28

to the increase in revenue and direct contribution margin discussed above and the full effect of our fleet initiative compared to the four month effect in 2005. The fleet initiative transferred some of the vehicle costs to depreciation and interest; this benefit was partially offset by higher fuel and vehicle insurance costs which are included in EBITDA from continuing operations. Additionally, we continue our efforts to maximize the use of our current resources and operating synergies.

EBITDA is a non-GAAP measure. The comparable GAAP measure is loss from continuing operations. Loss from continuing operations was $8.8 million and $5.2 million for the year ended December 31, 2006 and December 31, 2005, respectively.

Reconciliation of EBITDA to Loss from Continuing Operations

	December 31,			December 31,
	2006			2005
EBITDA from continuing operations(1)	$	13,502,832		$	163,576
Depreciation		13,398,987			6,147,874
Amortization of customer contracts		3,712,673			4,093,985
Other (income) expense:
Interest and loan fees		10,043,504			3,440,690
Gain on extinguishment of debt		(1,233,001	)		—
Gain on sale of investments and assets		(726,086	)		(6,897,291	)
Impairment of goodwill and customer contracts		—			608,096
Gain on fair value of derivative liabilities		(1,363,936	)		—
Loss from continuing operations before income tax benefit		(10,329,309	)		(7,229,778	)
Income tax benefit		(1,503,271	)		(2,001,727	)
Loss from continuing operations	$	(8,826,038	)	$	(5,228,051	)

(1) See “Non-GAAP Measures”

Depreciation, Amortization of Customer Contracts and Impairment of Goodwill and Customer Contracts

During the year ended December 31, 2006, depreciation expense of $13.4 million represents an increase of $7.3 million from the similar period in 2005. This increase is primarily attributable to the increase in our vehicle fleet from approximately 750 owned vehicles in 2005, most of which were fully depreciated, to approximately 2,600 owned vehicles. Amortization of customer contracts of $3.7 million in the year ended December 31, 2006 decreased by $0.4 million from 2005 primarily due to the discontinuation and impairment of certain operations during the second half of 2005.

Other Income and Expense

Interest and loan fees were $10.0 million in 2006 and increased by $6.6 million from 2005, primarily due the completion of the refinancing of our debt and interest related to a private placement of $10.7 million of convertible debentures and warrants completed late in the first quarter of 2006. Interest expense also increased due to the financing related to our newly acquired vehicle fleet. In the first quarter of 2006, we completed our conversion from a privately owned vehicle model to a Company owned vehicle model with the purchase of approximately 2,600 vehicles. These vehicles have been acquired through a capital lease program and are included in the capital lease obligations set forth in our audited consolidated financial statements for the year ended December 31, 2006.

29

We recognized a gain of $1.2 million on the extinguishment of debt that we had with our previous lender. The gain was a result of our negotiations with that prior lender reducing the amount of our final payment to an agreed upon amount below what had previously been recorded by us.

We sold our interest in Control F-1 to Computer Associates International, Inc. and Computer Associates Canada Company in 2006, for net proceeds of $1.3 million, which was recognized as a pre-tax gain of $1.3 million. The investment had been previously written down to zero in 2004 due to prevailing market conditions. In 2006, we also had a loss of $0.3 million on the disposal of assets, and a loss of 0.3 million on the refinancing of vehicles under capital lease. The $6.9 million pre-tax gain on the sale of investments and assets in 2005 was due to the gain on the sale of Guest-Tek of $6.5 million and a $0.4 million gain on the sale of a building.

The gain on fair value of derivative liabilities was $1.4 million for the year ended December 31, 2006, primarily due to the gain on the embedded derivatives of $1.3 million compared to zero in 2005.

Income Tax Benefit

For the year ended December 31, 2006, we recorded a net $1.5 million income tax benefit, which includes a current tax benefit of $0.1 million for state tax liabilities and a deferred tax benefit of $1.6 million to record the amortization of the deferred tax liability associated with certain intangible assets (customer contracts) recognized as part of the acquisition of a U.S. subsidiary and the establishment of a deferred tax asset associated with nondeductible liabilities in the subsidiary.

For the year ended December 31, 2005, we recorded a net $2.0 million income tax benefit which consisted of a U.S. federal and state current income tax benefit of $0.5 million, a deferred U.S. federal and state income tax benefit of $2.6 million and a Canadian income tax provision of $1.1 million.

Loss from Continuing Operations

Loss from continuing operations for the year ended December 31, 2006 was $8.8 million compared to loss from continuing operations of $5.2 million for the comparable period of 2005.

Loss from Discontinued Operations

Loss from discontinued operations for the year ended December 31, 2006 was $5.8 million compared to loss from discontinued operations of $3.3 million for the year ended December 31, 2005 related to the closure of operations at certain non-profitable branches as well as certain operations where the contracts with the customers were not renewed. The revenue and expenses of these locations have been reclassified as discontinued operations for all periods presented.

Net Loss

Net loss for the year ended December 31, 2006 was $14.6 million compared to a net loss of $8.5 million for the year ended December 31, 2005.

Liquidity and Capital Resources

Our primary sources of liquidity are our cash provided by our operating activities and our borrowings under our credit facilities. Cash provided by continuing operations for the year ended December 31, 2007 was $1.5 million.

As a result of the Arrangement, we received $37.9 million in proceeds and incurred $7.0 million in issuance costs. The consummation of the Arrangement constituted an event of default under 180 Connect (Canada)’s convertible debentures. In the third quarter of 2007, the holders of the convertible debentures exercised their right to redeem the convertible debentures in full. We paid the holders of the convertible debentures $10,393,577, which included outstanding principal and a 20% redemption premium, excluding accrued but unpaid interest. On August 24, 2007, upon consummation of the Arrangement, we repaid

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Laurus $5.0 million principal on the term note. We also used $0.2 million of the merger proceeds to purchase 500,000 shares of treasury stock and $2.8 million in settlement of derivative liabilities. The remaining proceeds will be used to fund working capital and corporate expenses.

Our revolving credit facility (the ’Revolver”) requires a lockbox arrangement, which provides for all receipts to be swept daily to reduce borrowings outstanding under the credit facility. This arrangement, combined with the existence of a subjective acceleration clause in the revolving credit facility, requires that the borrowings under the Revolver be classified as a current liability on the balance sheet in accordance with the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force Issue No. 95-22, “Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement” (“EITF 95-22”). The amount outstanding under the Revolver was previously classified as long-term debt as of December 31, 2006 and the balance sheet has been restated to correct the classification of the balance due under the Revolver to current portion of long-term debt as of December 31, 2006 increasing the current portion of long-term debt by $20,534,422 to $26,502,096 from the amount previously reported of $5,967,674. The restatement had no impact on previously reported consolidated statements of operations, shareholders’ equity, or cash flows.

The acceleration clause could allow the lender to forego additional advances should they determine there has been a material adverse change in the Company’s financial position or prospects reasonably likely to result in a material adverse effect on the Company’s business, condition (financial or otherwise), operations, performance or properties. We believe that no such material adverse change has occurred; further, as of March 27, 2008, our lender had not informed us that any such event had occurred.

Agreements with Laurus

On August 1, 2006, 180 Connect, Inc., a Nevada corporation and indirect, wholly-owned subsidiary of the company (“180 Connect (NV)”) entered into a Security and Purchase Agreement with Laurus for the refinancing of its long-term debt. The original agreement provided up to $57 million of debt comprised of a $37 million revolving credit and over-advance facility and a $20 million term facility, with an interest rate of prime plus 3% on the revolving credit facility, subject to a minimum interest rate of 10%, an interest rate of prime plus 5% on any over-advance under the revolving credit facility, subject to a minimum interest rate of 11% and an interest rate of prime plus 5% on the term facility, subject to a minimum interest rate of 12%. For the period from August 1, 2006 to July 31, 2007, 180 Connect (NV) was able to draw in excess of the eligible trade receivables and inventory an over advance amount up to $9 million but not to exceed an aggregate amount of $37 million. Availability under the revolving facility fluctuates daily based on receivables. As of March 20, 2008, 180 Connect (NV) had availability of $4.5 million under the revolving facility, and the total balance outstanding thereunder was $23.6 million. Monthly principal repayments on the term loan of $666,667 commenced February 1, 2007, and as of March 20, 2008, the term loan had a principal balance of $5.7 million. Repayment of 180 Connect (NV)’s indebtedness to Laurus is secured by all of its real and personal property.

180 Connect (NV) is not subject to any financial covenants with respect to the credit facilities. However, 180 Connect (NV) is subject to other covenants including certain restrictions on it and its subsidiaries with respect to assuming or guaranteeing additional indebtedness, forgiving any indebtedness, issuing any preferred stock, purchasing stock (other than of a subsidiary), making loans other than loans to employees or to its subsidiaries, entering into a merger, consolidation or reorganization, materially changing the nature of its business, changing its accounting practices and disposing of its assets. In addition, the failure to make required payments under the facilities or other indebtedness, the failure to adhere to a covenant or the occurrence of material adverse changes to its business, bankruptcy, certain changes to its ownership or Board of Directors, among other events, could result in an event of default under the facilities. As of December 31, 2007, 180 Connect (NV) was in compliance with the covenants of its credit facilities. 180 Connect (NV) obtained a consent and waiver from Laurus with regards to the Arrangement as it constituted a merger and change of control as defined in Section 13(h)(viii) and 19(l) of the Security and Purchase Agreement, respectively.

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In addition, in August 2006, 180 Connect (Canada) issued a warrant to Laurus to purchase up to 1,200,000 common shares for nominal consideration of CDN$0.01 per share. On April 2, 2007, Laurus exercised its right under the warrant to purchase the 1,200,000 common shares. Laurus agreed not to sell any common shares issued upon exercise of the warrant until July 31, 2007. Thereafter, Laurus may, at its election, sell up to 150,000 common shares per calendar quarter (on a cumulative basis) over each of the following eight quarters, subject to applicable securities laws restrictions and limitations.

On July 2, 2007, 180 Connect (NV) entered into an amendment agreement with Laurus securing additional interim financing to fund working capital until August 24, 2007. Pursuant to the terms of the agreement, Laurus agreed to provide an additional $8.0 million to 180 Connect (NV) as an increase to the $37.0 million revolving loan, for a total revolving loan of $45.0 million. As part of this agreement, Laurus also agreed to extend the maturity of the existing $9.0 million over-advance letter on a revolving loan from July 31, 2007 until August 24, 2007. At August 24, 2007, 180 Connect (NV) had no outstanding borrowings under either the additional $8.0 million revolving loan or the existing $9.0 million over-advance facility.

In connection with the amendment agreement, Howard S. Balter and Ilan M. Slasky, members of our Board of Directors, agreed to provide a limited recourse guaranty for the additional financing Laurus provided to 180 Connect (NV) by placing $7.0 million in a brokerage account pledged to Laurus to be used solely to purchase AVP shares.

Laurus also agreed to loan $10.0 million to a special purpose corporation for the purpose of purchasing shares of AVP common stock. The special purpose corporation is a third-party arms-length corporation to both 180 Connect (Canada) and AVP. Neither the special purpose corporation nor Laurus agreed to make any specific amount of purchases or to vote any shares purchased in any specific manner in connection with the Arrangement.

As consideration for the guaranty and pledge, 180 Connect (Canada) agreed to reimburse Messrs. Balter and Slasky up to $150,000 for their fees and expenses in connection with the guaranty and pledge.

On July 2, 2007, in connection with the amendment to the credit facility, we issued a warrant to Laurus to purchase 600,000 shares of the 180 Connect (Canada)’s common stock at the exercise price of $4.35 per share, the adjusted market price at the time of issue (the “July Warrant”). Thereafter, on August 24, 2007, in connection with consummation of the Arrangement, we issued to Laurus a warrant to purchase 250,000 shares of our common stock at the exercise price of $4.01 per share (the “August Warrant”). Each of the July Warrant and August Warrant has a five year term and is subject to a one-year lock-up. Additionally, Laurus received a $200,000 management fee on the $8.0 million increase to the revolver, and upon consummation of the Arrangement, an additional $1.4 million.

During the third quarter of 2007, we entered into a settlement agreement with Laurus with respect to a dispute over an alleged misrepresentation and event of default under the provisions of the Laurus debt agreements that Laurus alleged occurred as a result of the repayment of the convertible dentures after consummation of the Arrangement. Pursuant to the terms of the settlement, we agreed to reduce the exercise price of the warrants issued to Laurus. With respect to the July Warrant, the exercise price for the first 450,000 shares of our common stock exercised by Laurus was reduced from $4.35 to $0.01 per share, and the exercise price of the remaining 150,000 warrants was reduced from $4.35 to $3.00 per share. Laurus has agreed not to sell any of our common shares issuable upon exercise of the July Warrant for a period of twelve months following the date of issuance of the warrants. In addition, the exercise price of the August Warrant was reduced from $4.01 to $3.00 per share.

On January 22 and January 30, 2008, pursuant to the Schedule 13D filed by Creative Vistas Inc., Laurus and its affiliates sold 2,674,407 shares of our common stock and their warrant to purchase 450,000 shares of our common stock to Creative Vistas Inc., respectively.

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Private Placement

On March 22, 2006, 180 Connect (Canada) completed a private placement to a group of institutional investors. For an aggregate purchase price of $10.7 million, the investors purchased convertible debentures and warrants to purchase 942,060 common shares. The convertible debentures accrued interest at a rate of 9.33% per annum, payable quarterly, in arrears, based on a 360-day year. The debentures were to mature on March 22, 2011. In addition, the debentures were to accelerate to maturity upon the occurrence of a default on the debentures by 180 Connect (Canada). The terms of the debentures allowed the investors, at their discretion, to convert all or part of the debentures into its common shares. The aggregate number of common shares to be delivered upon such conversion was approximately 2.7 million shares, subject to adjustment in accordance with the terms of the debentures and subject to additional contractual limitations as described in the debentures. During the second quarter of 2007, one of the institutional investors of the convertible debentures and warrants exercised its option to convert in total $2,024,785 of principal under the 9.33% convertible debentures into 510,000 common shares. The consummation of the Arrangement constituted an event of default under 180 Connect (Canada)’s convertible debentures. In the third quarter of 2007, the lenders exercised their right to redeem the convertible debentures in full. We paid the holders of the convertible debentures $10,393,577, which included outstanding principal and a 20% redemption premium, excluding accrued but unpaid interest.

The warrants to purchase 942,060 common shares issued to the investors in the private placement are exercisable until March 21, 2010. The exercise price of the warrants is $4.331; subject to adjustment in accordance with the terms of the warrants (which adjustment is limited and capped as described in the warrants). The warrants may be exercised through a cashless exercise if there is no effective registration statement covering the resale of the underlying shares.

Vehicle Leasing Arrangements

In 2005, 180 Connect (Canada) entered into agreements with third party leasing companies to lease vehicles pursuant to its fleet expansion program with initial obligations amounting to $39.4 million. As of December 31, 2007, 180 Connect (Canada) has approximately 3,000 vehicles under capital leases with a remaining contractual capital lease obligation of $28.6 million. These vehicles have been recorded as capital leases in the consolidated balance sheets.

Cash Flow from Operating Activities

For the years ended December 31, 2007 and December 31, 2006, cash provided by operating activities was $1.5 million and $6.3 million, respectively. Inventory increased by $4.4 million in 2007 primarily due to more advanced equipment on hand. Restricted cash provided $4.3 million primarily as a result of a negotiated reduction in our required LOC for insurance obligations. Other changes in non-cash working capital balances related to operations contributed to the remainder of the decrease.

For the years ended December 31, 2006 and December 31, 2005, cash provided by (used in) operating activities was $6.3 million and $(15.5) million, respectively. The increase in cash provided by operating activities in 2006 was due to an increase in depreciation, amortization and impairment and amortization of deferred financing costs and accretion of loan discount of $20.3 million. The increase in depreciation, amortization and impairment related, primarily, to the financing of our vehicle leases. The reduction in inventory balances of $4.5 million was the result of improved inventory management and payment terms. The payment terms for equipment purchased from DIRECTV are 30-45 days from the shipment date, depending upon the product type. These terms have a positive affect on operating cash flows because DIRECTV pays us for inventory consumed on average twenty days after it is received. These positive cash flows were offset by an increase in insurance premium deposits of $6.2 million as we increased the collateral related to the renewal of our insurance program. In 2005, accounts receivable increased by $6.5 million and restricted cash increased by $8.7 million as we increased the collateral related to the renewal of our insurance program. An increase in accounts payable and accrued liabilities of

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$14.3 million and an increase in inventory of $2.4 million were directly related to our business relationship with DIRECTV.

Cash Flow from Investing Activities

Our historical investing activities consisted primarily of the purchase of property, plant and equipment and business acquisitions and divestments.

For the years ended December 31, 2007 and December 31, 2006, cash used in investing activities was $3.4 million and $1.4 million, respectively, which includes $3.4 million and $2.7 million, respectively, for the purchase of property, plant and equipment. In the year ended December 31 2006, we realized net proceeds of $1.3 million for the sale of our remaining interest in Control F-1.

In 2005, cash provided by investing activities was $21.7 million. The increase in cash provided by investing activities during the period was primarily attributable to the sale of short term investments of $16.2 million, proceeds from the sale of the common shares of Guest-Tek of $10.0 million, and $2.0 million on sale of investment in Wal-Mart Stores, offset by capital expenditures of $5.7 million.

Cash Flow from Financing Activities

Our financing activities have historically consisted primarily of the use of revolving lines of credit, term loans, debentures, capital leases and the issuance of equity. For the years ended December 31, 2007 and December 31, 2006, cash used in financing activities was $0.6 million and $5.3 million, respectively. As a result of the Arrangement, we received $37.9 million in proceeds and incurred $7.0 million in issuance costs. As discussed above, in the third quarter of 2007, the convertible debentures were redeemed in full for 120% of the outstanding principal in the amount of $10.4 million, excluding any accrued interest. In 2007, we paid Laurus $12.3 million principal on the term note which includes $5.0 million principal on the term note upon the consummation of the Arrangement. In 2007, we also purchased 500,000 shares of treasury stock at cost of $0.2 million and made $12.1 million in scheduled vehicle lease payments. The refinancing of approximately 1,020 vehicles with a third-party leasing company under a capital lease resulted in net proceeds of approximately $3.5 million.

For the year ended 2006, cash used in financing activities was $5.3 million. In the third quarter of 2006, the refinancing of the long term debt provided $42.1 million used to extinguish 180 Connect (Canada)’s previous debt of $32.9 million plus issuance costs of $3.5 million. In 2006, we completed a private placement of $10.7 million of convertible debentures and warrants. This was offset by the payment of $15.0 million for capital lease obligations primarily related to our new fleet and the repayment of $7.7 million of our long term debt pursuant to agreements with our lenders.

In 2005, cash used in financing activities was $15.3 million. Cash flow from financing activities in 2005 was attributable to the repayment of long-term debt of $6.9 million, $5.0 million paid in connection with capital lease financing associated with 180 Connect (Canada)’s new fleet in 2005 and a settlement with the sellers of Mountain Center Inc (“Mountain”) for $2.95 million relating to 180 Connect (Canada)’s purchase of that company. We also paid $1.2 million to repurchase 175,320 shares which was approved by our Board of Directors in 2005.

As of December 31, 2007, we did not have any restricted cash invested in asset backed commercial paper. An assumed one percentage point increase or decrease in interest rates would have the effect of increasing or decreasing interest expense by approximately $0.3 million for the year ended December 31, 2007.

The working capital deficiency at December 31, 2007 was due, primarily, to the 30-45 day payment terms for inventory purchased from DIRECTV and the approximately 20-day receivable terms from DIRECTV for that inventory when it is installed in the subscriber’s home and the reclassification of our Revolver facility from long term debt to current.

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We believe that cash flow from continuing operations and availability under existing credit facilities will be sufficient to meet our short-term and long-term requirements for ongoing operations and planned growth. However, we derive a significant portion of our revenue from a limited number of customers. A decision by a major customer to discontinue, in whole or in part, use of our services in the future may adversely affect our capital resources. Also, there can be no assurance that we would have sufficient liquidity or be able to obtain additional financing on satisfactory terms, or at all, in the event the Revolver repayment was accelerated. See “Risk Factors” in Item 1A of this Annual Report on Form 10-K.

Contractual Obligations

We have long-term debt obligations, various operating leases and purchase commitments for equipment. The amount of estimated future payments under such agreement is detailed in the following table.

	As of December 31, 2007
	Contractual Obligations Due by Period
			Less than						More than
	Total		1 Year		1-3 Years		3-5 Years		5 Years
Current portion of long-term debt(1)	$	27,769,301	$	27,769,301	$	—	$	—	$	—
Operating leases, real property		9,410,187		3,785,453		4,329,548		1,295,186		—
Operating leases, equipment and trucks		670,094		273,840		373,697		22,557		—
Capital leases, I/T Equipment		314,871		111,621		138,435		64,815		—
Capital leases — Vehicles(2)		30,846,650		12,716,285		16,634,237		1,496,128		—
Total	$	69,011,103	$	44,656,500	$	21,475,917	$	2,878,686	$	—

(1)	The current portion of long-term debt amounts in the schedule above does not include interest because it is at variable rates. The estimated interest expense for 2008, 2009-2010, 2011-2012 and thereafter is $2,066,459, $989,763 and zero, respectively. We estimated interest expense based on current interest rates, current balances and scheduled repayments.
(2)	Capital lease obligations include interest in the table above.

Off-Balance Sheet Obligations

For the consolidated financial statements presented there were no off-balance sheet transactions entered into. Off-balance sheet obligations include any contractual agreement with an entity not reported on a consolidated basis with us. We did not have any obligations under guaranteed contracts for financing instruments, a retained or contingent interest in assets transferred to an unconsolidated entity, any obligations under derivative interests or any special purpose entity transactions.

Forward-Looking Statements

This MD&A contains forward-looking statements which reflect management’s expectations regarding our future growth, results of operations, performance and business prospects and opportunities. Statements about our future plans and intentions, results, levels of activity, performance, goals or achievements or other future events constitute forward-looking statements. Wherever possible, words such as “may”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or other similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management. Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors, including those discussed under Item 1A, “Risk Factors,” of this Annual Report on Form 10-K could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking

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statements. Although the forward-looking statements contained in this MD&A are based upon what management believes to be reasonable assumptions, we cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this MD&A, and we assume no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Non-GAAP Measures

The term “Direct Contribution Margin” consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange loss (gain), (gain) loss in sale of investments and assets, depreciation, amortization of customer contracts, interest and loan costs, (gain) loss on change in fair value of derivative liabilities, gain on extinguishment of debt, other expense, and income tax expense (benefit). DCM, as referred to in this discussion and analysis, is a non-GAAP measure which does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. We believe that this term provides a better assessment of the contribution of the field operations dealing directly with our customers’ subscribers by eliminating: (1) the general and administrative costs that are not part of the direct costs of generating revenue; (2) the charge for customer contracts and depreciation which are non-cash expense items; and (3) (gain) loss on sale of investments and assets, (gain) loss on change in fair value of derivative liabilities, gain on extinguishment of debt, and other expense, which are not considered to be in the normal course of operating activity. Investors should be cautioned, however, that DCM should not be construed as an alternative to loss from continuing operations determined in accordance with GAAP as an indicator of our performance. For a reconciliation of DCM to the comparable GAAP measure, loss from continuing operations, see “Direct Contribution Margin”.

The term “EBITDA from continuing operations” refers to loss from continuing operations before deducting depreciation, amortization of customer contracts, (gain) loss in sale of investments and assets, interest and loan fees, (gain) loss on change in fair value of derivative liabilities, gain on extinguishment of debt, other expense, and income tax expense (benefit). EBITDA from continuing operations, as referred to in this MD&A, is a non-GAAP measure which does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. Management believes that EBITDA from continuing operations provides a better assessment of cash flow from our operations by eliminating: (1) the charge for depreciation, and amortization of customer contracts which are non-cash expense items and (2) (gain) loss on sale of assets, (gain) loss on change in fair market value of derivative liabilities, gain on extinguishment of debt, and other expense, which are not considered to be in the normal course of operating activity. In addition, financial analysts and investors use a multiple of EBITDA from continuing operations for valuing companies within the same sector, in order to eliminate the differences in accounting treatment from one company to the next. Given that we are in a growth stage, we believe the focus on EBITDA from continuing operations gives the investor or reader of our consolidated financial statements and MD&A more insight into the operating capabilities of management and its utilization of our operating assets. Management further believes that EBITDA from continuing operations is also the best metric for measuring our valuation. Investors should be cautioned, however, that EBITDA from continuing operations should not be construed as an alternative to income (loss) from continuing operations determined in accordance with GAAP as an indicator of our performance. For a reconciliation of EBITDA from continuing operations to the comparable GAAP measure, being loss from continuing operations, see “EBITDA from Continuing Operations”.

Item 7A.  Quantitative And Qualitative Disclosures About Market Risk

We are exposed to market risk related to changes in interest rates and fluctuations in foreign currency rates. Our long-term debt is a variable rate credit facility that exposes us to interest rate risk. The interest rates on our long-term debt range from prime plus 3% to prime plus 5%, subject to a minimum interest rate of 10% to 12%, and are therefore subject to risk relating to interest rate fluctuations. An assumed one percentage point increase or decrease in interest rates would have the effect of increasing interest

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expense by approximately $0.3 million. We have Canadian subsidiaries included in our consolidated statements of operations and consolidated balance sheets and we are subject to fluctuations in the exchange rate of the Canadian dollar to the U.S. dollar.

Item 8.   Financial Statements and Supplementary Data

Our consolidated financial statements and related notes and Reports of Independent Registered Public Accounting Firms follow on subsequent pages of this report Form 10-K.

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of 180 Connect Inc.

We have audited the accompanying consolidated balance sheet of 180 Connect Inc. as of December 31, 2007, and the related consolidated statements of operations, shareholders’ equity, comprehensive loss, and cash flows for the year then ended. Our audit also included the 2007 financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of 180 Connect Inc. at December 31, 2007, and the consolidated results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

Denver, Colorado

March 27, 2008

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders of 180 Connect Inc.

We have audited the accompanying consolidated balance sheet of 180 Connect Inc. as of December 31, 2006, and the related consolidated statements of operations, shareholders’ equity, comprehensive loss, and cash flows for the years ended December 31, 2006 and 2005. Our audits also included the 2006 and 2005 financial statement schedule listed in the Index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of 180 Connect Inc. at December 31, 2006, and the consolidated results of its operations and its cash flows for the years ended December 31, 2006 and 2005 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

As described in Note 12 the consolidated balance sheet as at December 31, 2006 has been restated.

	/s/ Ernst & Young LLP
Toronto, Canada,	Chartered Accountants
April 20, 2007	Licensed Public Accountants
(except for note 12 as to which the date is March 27, 2008).

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Consolidated Financial Statements

180 Connect Inc.
Consolidated Balance Sheets

	December 31,			December 31,
	2007			2006
				(Restated Note 12)
Assets
Current Assets
Cash and cash equivalents	$	366,449		$	2,904,098
Accounts receivable (less allowance for doubtful accounts of $3,750,200 and $2,506,637, respectively)		48,378,339			48,934,952
Inventory		20,180,167			15,816,148
Restricted cash		10,169,108			14,503,000
Prepaid expenses and other assets		9,378,519			7,910,255
TOTAL CURRENT ASSETS		88,472,582			90,068,453
Property, plant and equipment		34,906,750			34,882,890
Goodwill		11,034,723			11,034,723
Customer contracts, net		21,391,257			25,072,756
Other assets		2,478,839			4,384,750
TOTAL ASSETS	$	158,284,151		$	165,443,572
Liabilities and Shareholders’ Equity
Current liabilities
Accounts payable and accrued liabilities	$	79,115,651		$	78,686,245
Current portion of long-term debt		27,769,301			26,502,096
Fair value of derivative financial instruments		122,168			4,065,729
Current portion of capital lease obligations		11,628,142			13,033,104
TOTAL CURRENT LIABILITIES		118,635,262			122,287,174
Income tax liability		191,580			—
Long-term debt		—			12,264,621
Convertible debt		—			6,276,584
Capital lease obligations		17,246,267			15,213,112
TOTAL LIABILITIES		136,073,109			156,041,491
Commitments and contingencies (Notes 12, 15, and 24)
Shareholders’ Equity
Common stock $.0001 par value; authorized 100,000,000, at December 31, 2007 and December 31, 2006 issued and outstanding shares 25,520,152 and 14,685,976, respectively		2,552			1,469
Paid-in capital		130,096,083			91,871,813
Treasury stock, 500,000 shares and zero at December 31, 2007 and December 31, 2006, respectively		(224,019	)		—
Accumulated deficit		(107,898,597	)		(82,956,231	)
Accumulated other comprehensive income		235,023			485,030
TOTAL SHAREHOLDERS’ EQUITY		22,211,042			9,402,081
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	158,284,151		$	165,443,572

See accompanying notes

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180 Connect Inc.

Consolidated Statements of Operations

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2007			2006			2005
Revenue	$	379,767,879		$	331,175,241		$	278,640,517
Expenses
Direct expenses		341,108,774			297,073,863			255,120,324
General and administrative(1)		19,223,846			19,675,497			21,702,824
Foreign exchange loss (gain)		(124,329	)		30,361			(18,692	)
Restructuring costs		275,000			892,688			1,672,485
Depreciation		12,061,858			13,398,987			6,147,874
Amortization of customer contracts		3,681,499			3,712,673			4,093,985
Other (income) expense
Interest and loan fees		16,272,393			10,043,504			3,440,690
Gain on extinguishment of debt		—			(1,233,001	)		—
(Gain) loss on sale of investments and assets		715,151			(726,086	)		(6,897,291	)
Impairment of goodwill and customer contracts		—			—			608,096
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)		—
Other expense		3,579,459			—			—
Loss from continuing operations before income tax expense (benefit)		(22,046,717	)		(10,329,309	)		(7,229,778	)
Income tax expense (benefit)		856,576			(1,503,271	)		(2,001,727	)
Loss from continuing operations		(22,903,293	)		(8,826,038	)		(5,228,051	)
Loss from discontinued operations, net of income taxes of zero		(2,039,073	)		(5,762,800	)		(3,288,604	)
Net loss for the period	$	(24,942,366	)	$	(14,588,838	)	$	(8,516,655	)
Net loss per share from continuing operations:
Basic	$	(1.20	)	$	(0.60	)	$	(0.36	)
Diluted	$	(1.20	)	$	(0.60	)	$	(0.36	)
Net loss per share:
Basic	$	(1.30	)	$	(1.00	)	$	(0.59	)
Diluted	$	(1.30	)	$	(1.00	)	$	(0.59	)
Weighted average number of shares outstanding — basic		19,155,718			14,641,010			14,368,864
Weighted average number of shares outstanding — diluted		19,155,718			14,641,010			14,368,864

(1) General and administrative includes stock-based compensation of $860,035, $91,214 and $1,387,133 for the years ended December 31, 2007, December 31, 2006, and December 31, 2005, respectively.

See accompanying notes

41

180 Connect Inc.

Consolidated Statements of Shareholders’ Equity

																Accumulated
	Common															Other
	Stock															Compre-
	Out-															hensive
	standing			Common			Paid in			Treasury			Accumulated			Income
	Shares			Stock			Capital			Stock			Deficit			(loss)			Total
Balances at December 25, 2004		14,296,622		$	1,430		$	86,878,322		$	—		$	(59,452,519	)	$	6,988,770		$	34,416,003
Issuance on exercise of stock options for cash		408,847			41			728,291			—			—			—			728,332
Share repurchase		(175,320	)		(18	)		(759,810	)		—			(398,219	)		—			(1,158,047	)
Stock-based compensation		—			—			1,387,133			—			—			—			1,387,133
Sale of investment		—			—			—			—			—			(6,503,740	)		(6,503,740	)
Net loss		—			—			—			—			(8,516,655	)		—			(8,516,655	)
Balances at December 31, 2005		14,530,149			1,453			88,233,936			—			(68,367,393	)		485,030			20,353,026
Issuance on exercise of stock options for cash		155,827			16			259,696			—			—			—			259,712
Issuance of warrants on long-term debt		—			—			3,286,967			—			—			—			3,286,967
Stock-based compensation		—			—			91,214			—			—			—			91,214
Net loss		—			—			—			—			(14,588,838	)		—			(14,588,838	)
Balances at December 31, 2006		14,685,976			1,469			91,871,813			—			(82,956,231	)		485,030			9,402,081
Issuance on exercise of stock options for cash		46,467			4			77,507			—			—			—			77,511
Issuance on exercise of warrants for cash		1,200,000			120			17,140			—			—			—			17,260
Issuance on exercise of convertible debt		510,000			51			2,293,179			—			—			—			2,293,230
Net proceeds from reverse merger		9,577,709			958			37,932,207			—			—			—			37,933,165
Issuance costs attributed to reverse merger		—			—			(6,976,440	)		—			—			—			(6,976,440	)
Stock-based compensation		—			—			860,035			—			—			—			860,035
Issuance of warrants on long-term debt		—			—			2,803,296			—			—			—			2,803,296
Issuance of warrants in support of Arrangement		—			—			800,000			—			—			—			800,000
Acquisition of net assets of AVP		—			—			(7,099,514	)		—			—			—			(7,099,514	)
Reclassification of the Public Warrants		—			—			7,516,810			—			—			—			7,516,810
Purchase of 500,000 shares of treasury stock		(500,000	)		(50	)		50			(224,019	)		—			—			(224,019	)
Foreign currency translation adjustment		—			—			—			—			—			(250,007	)		(250,007	)
Net loss		—			—			—			—			(24,942,366	)		—			(24,942,366	)
Balances at December 31, 2007		25,520,152		$	2,552		$	130,096,083		$	(224,019	)	$	(107,898,597	)	$	235,023		$	22,211,042

180 Connect Inc.

Consolidated Statements of Comprehensive Loss

	Year Ended			Year Ended			Year Ended
	December 31, 2007			December 31, 2006			December 31, 2005
Net loss	$	(24,942,366	)	$	(14,588,838	)	$	(8,516,655	)
Other comprehensive income:
Foreign currency translation		(250,007	)		—			—
Sale of investment		—			—			(6,503,740	)
Comprehensive loss	$	(25,192,373	)	$	(14,588,838	)	$	(15,020,395	)

See accompanying notes

42

180 Connect Inc.

Consolidated Statements of Cash Flows

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2007			2006			2005
Cash provided by (used in) the following activities:
Operating
Loss from continuing operations	$	(22,903,293	)	$	(8,826,038	)	$	(5,228,051	)
Add (deduct) items not affecting cash:
Depreciation, amortization and impairment		15,743,357			17,111,660			10,849,955
Non-cash interest expense		8,117,147			3,210,141			459,852
Stock-based compensation		860,035			91,214			1,387,133
Deferred income taxes		—			(1,561,031	)		(1,491,941	)
Settlement of derivative liability		(2,766,573	)		—			—
Gain on extinguishment of debt		—			(1,233,001	)		—
(Gain) loss on change in fair value of derivative liabilities		5,020,945			(1,363,936	)		—
(Gain) loss on sale of investments and assets		715,151			(726,086	)		(6,897,291	)
Other		(177,050	)		(291	)		3,816
Changes in non-cash working capital balances related to operations:
Accounts receivable		556,613			227,513			(6,464,271	)
Inventory		(4,364,019	)		4,486,519			(2,412,713	)
Other current assets		(1,222,516	)		338,030			(688,922	)
Insurance premium deposits		(16,195	)		(6,209,037	)		1,126,896
Other assets		(377,949	)		(37,035	)		(18,928	)
Settlement of class action lawsuit		—			—			(7,973,623	)
Settlement of certain wage practices		—			—			(1,217,639	)
Restricted cash		4,333,892			247,366			(8,696,719	)
Accounts payable and accrued liabilities		(9,660	)		2,375,179			14,320,065
Operating cash flows from discontinued operations		(1,966,397	)		(1,842,778	)		(2,597,616	)
Total cash provided by (used in) operating activities		1,543,488			6,288,389			(15,539,997	)
Investing
Purchase of property, plant and equipment		(3,373,257	)		(2,742,727	)		(5,656,286	)
Net proceeds from disposition of investments		—			1,327,693			10,968,388
Proceeds from sale of property, plant and equipment		—			—			665,000
Short-term investments		—			—			16,178,848
Business acquisition		—			—			(429,603	)
Total cash used in investing activities		(3,373,257	)		(1,415,034	)		21,726,347
Financing
Repayment of capital lease obligations		(12,105,040	)		(15,010,698	)		(4,960,341	)
Repayment of debt		(12,333,337	)		(7,350,000	)		(6,908,003	)
Proceeds from share issuance		94,771			259,712			723,608
Net proceeds from reverse merger		37,933,165			—			—
Issuance costs on reverse merger		(6,976,440	)		—			—
Redemption of convertible debt		(10,393,577	)		—			—
Increase (decrease) in borrowings under the Revolver credit facility		(101,160	)		(377,494	)		—
Issuance costs on long-term debt		—			(3,546,150	)		—
Net proceeds from refinancing of vehicles		3,470,714			2,127,542			—
Proceeds from issuance of convertible debt		—			10,686,101			—
Proceeds from refinancing of long-term debt		—			42,140,497			—
Extinguishment of long-term debt		—			(32,863,525	)		—
Repurchase of common stock		(224,019	)		—			—
Repurchase of shares		—			—			(1,158,047	)
Settlement with selling shareholders of Mountain Center Inc.		—			—			(2,950,000	)
Issuance costs paid on convertible debt		—			(1,388,985	)		—
Total cash provided by (used in) financing activities		(634,923	)		(5,323,000	)		(15,252,783	)
Effect of exchange rates on cash and cash equivalents		(72,957	)		291			39,753
Net increase (decrease) in cash and cash equivalents during the period		(2,537,649	)		(449,354	)		(9,026,680	)
Cash and cash equivalents, beginning of period		2,904,098			3,353,452			12,380,132
Cash and cash equivalents, end of period	$	366,449		$	2,904,098		$	3,353,452
Supplemental cash flow information:
Interest paid	$	8,779,371		$	6,091,487		$	2,485,035
Income taxes paid	$	257,120		$	429,279		$	1,265,756

Supplemental disclosure of non-cash investing and financing transactions:
For the years ended December 31, 2007, December 31, 2006 and December 31, 2005, the Company had additional capital lease obligations for vehicles of $9,080,617, $6,401,900 and $39,403,406 respectively.

See accompanying notes

43

180 Connect Inc.

Notes to Consolidated Financial Statements

1.   BASIS OF PRESENTATION

On August 24, 2007, the plan of arrangement (the “Arrangement”) pursuant to the arrangement agreement dated as of March 13, 2007, as amended, by and among Ad.Venture Partners, Inc. (“AVP”), 180 Connect Exchangeco Inc., a wholly owned subsidiary of the Company (“Purchaser”) and 180 Connect Inc., a corporation incorporated under the laws of Canada (“180 Connect (Canada)”); was consummated. Pursuant to the Arrangement, the Purchaser acquired all of the outstanding common shares of 180 Connect (Canada) in exchange for either shares of Company common stock, exchangeable shares of Purchaser that are exchangeable into shares of Company common stock at the option of the holder (“exchangeable shares”), or a combination of Company common stock and exchangeable shares of Purchaser. Effective upon the consummation of the Arrangement, AVP changed its name to 180 Connect Inc. (the “Company”). Because the consummation of the Arrangement resulted in more than 50% of the Company’s voting securities being held by the shareholders of 180 Connect (Canada), the Arrangement has been accounted for under the reverse acquisition application of the equity recapitalization method of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) for accounting and financial reporting purposes. Under this method of accounting, AVP was treated as the “acquired” company for financial reporting purposes. In accordance with guidance applicable to these circumstances, the Arrangement is considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Arrangement was treated as the equivalent of 180 Connect (Canada) issuing stock for the net monetary assets of AVP, accompanied by a recapitalization. The net monetary assets of AVP were recorded at their fair value, essentially equivalent to historical costs, with no goodwill or other intangible assets recorded. The accumulated deficit of 180 Connect (Canada) has been carried forward after the closing. Operations prior to the closing for all periods presented are those of 180 Connect (Canada). All common shares, warrants, options and earning per share amounts related to transactions and periods prior to August 24, 2007 have been restated in these financial statements to reflect the 0.6 exchange ratio applied to 180 Connect (Canada)’s equity instruments.

Nature of the Business

180 Connect Inc. (or the “Company”) provides installation, integration and fulfillment services to the home entertainment, communications and home integration service industries. The principal market for the Company’s services is the United States. The Company’s customers include providers of satellite, cable and broadband media services as well as home builders, developers and municipalities.

Consolidation in the media and communications industry has created national carriers, many of whom provide an integrated suite of advanced video, data and voice services to residential and commercial subscribers. Many of these national carriers made the strategic decision to outsource the majority of the physical implementation of their services, leading to the creation of a large and highly competitive technical support services industry, of which the Company is a member.

The Company has evolved through a combination of internal growth and acquisitions. With a staff of more than 4,000 skilled technicians and 750 support personnel based in over 85 operating locations in 22 states, the Company provides technical support services at the customer’s subscribers’ homes and businesses across the United States and parts of Canada. This infrastructure allows the Company to provide consistent service and utilize the Company’s expertise and resources to deploy increasingly complex technologies over large networks in a cost efficient manner.

Seasonality

The Company needs working capital to support seasonal variations in its business. Subscriber growth, and thus the revenue earned by the Company, tends to be higher in the third and fourth quarters of

44

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

the year. The Company generally experiences seasonal working capital needs from approximately January through June.

2.   SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with GAAP and include the Company’s accounts and the Company’s subsidiaries. All inter-company items and transactions have been eliminated in consolidation.

Revenue Recognition

The Company provides installation, integration and fulfillment services to the home entertainment, communications and home integration service industries. Revenue from services is recognized when all of the following criteria are met: persuasive evidence of an agreement exists, service has been provided, the fee is fixed or determinable, and collection is reasonably assured. Fulfillment revenues are recognized when work orders are closed. A provision is recorded for estimated billing discrepancies or penalties due to unsatisfactory service. Revenue relating to certain equipment purchased from DIRECTV^® Inc. (“DIRECTV”) for which the Company is directly reimbursed is recorded on a net basis in accordance with Emerging Issues Task Force Issue No. 99-19:, “Recording Revenue Gross as a Principal Versus Net as an Agent” (“EITF99-19”)

Revenue for services provided to our cable customers is contracted via work orders; revenue is recorded as services are completed and work orders are closed. A provision is recorded for estimated billing discrepancies.

The services provided to our network services and digital interiors customers are for the installation of communication systems. Revenues earned by these businesses are recognized upon the completion of contractual obligations. Contracts may extend over several months but often include discernible projects that have stated completion milestones and contractual amounts that are billed as these services are completed.

Allowance for Doubtful Accounts

The Company maintains an allowance for doubtful accounts for estimated losses resulting from uncollectible amounts. Management specifically analyzes accounts receivable balances, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less to be cash equivalents. There were no cash equivalents for all periods presented.

Inventory

Inventory of materials, components and direct broadcast satellite equipment is stated at the lower of cost or market, determined on a first-in, first-out basis. Market is determined as replacement cost for materials and components and net realizable value for direct broadcast satellite equipment.

45

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

Property, Plant and Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation. Repairs and maintenance expenditures are charged to operating expense as incurred. Depreciation is calculated on a straight-line basis over the expected useful lives of the property, plant and equipment as follows:

Vehicles	5 years, effective January 1, 2007; 4 years prior thereto
Tools	2 years
Equipment	5 years
Computer equipment and software	3 years
Office furniture and equipment	5 -7 years
Leasehold improvements	Shorter of economic life or term of the lease

Software developed for internal use is capitalized in accordance with American Institute of Certified Public Accountants Statement of Position 98-1: “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use”, and is amortized over its estimated useful life of three years.

Deferred Financing Costs

Deferred charges relating to financing costs and credit facility arrangement fees associated with the issuance of long-term debt are included in other assets and are amortized to interest expense over the period to maturity of the related debt.

Insurance Premium Deposits

The Company maintains a self-insurance program for property and casualty coverage, including workers compensation, automobile and general liability coverage. The program is administered by a U.S. based insurance company. As part of the self insurance program, The Company is required to pay up to $500,000 for each individual workers compensation claim and up to $350,000 for each auto liability claim. For the most recent plan year, the amount payable by us was reduced to $100,000 for each individual workers compensation claim in the state of California. The aggregate limit is $29,295,000 for all workers compensation and automobile liability claims. The Company is required to pay up to $500,000 for each general liability claim for the period ended April 30, 2008. Any amounts exceeding the maximum amounts are covered by the Company’s umbrella insurance policy. As is common with these types of insurance programs, the Company is required to make periodic estimates of its ultimate actuarially determined liability, based on experience, claims filed and an estimate of claims incurred but not yet reported. These estimates take into account policy loss limits and future anticipated payouts on an individual claims basis. The Company makes periodic premium payments to the program administrator to cover claim payments as well as fixed costs associated with the administration of the plan. Such periodic payments can fluctuate based on the loss experience and actuarial estimates.

The Company has restricted cash of $10,169,108 on deposit at December 31, 2007, and $14,503,000 at December 31, 2006, primarily related to the Company’s insurance plan (Note 5). The sufficiency of the restricted cash amount is determined by the insurance carrier and is based upon several factors which include the Company’s credit history, work force characteristics and historical claim results.

The Company calculates the annual insurance cost using actuarial estimates provided by third-party service providers at the beginning of the plan year. For the current plan year and the plan years prior to May 1, 2004, the Company was required to pre-pay the full estimated costs of insurance for the plan year. The accounting for these periods was to record a prepaid asset for the payments made in advance of the plan year. The prepaid asset is then amortized on a pro-rata basis each month during which the coverage

46

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

is provided. For the plan years beginning on May 1, 2004 and May 1, 2005, the Company entered into an alternative agreement with the Company’s insurance carrier which required the Company to pay the fixed costs associated with the insurance plan upfront, and pay the actual claim amounts as they were settled.

Goodwill

Goodwill represents the excess of the purchase price paid in a business acquisition over the fair values of the identifiable assets acquired and liabilities assumed. The Company tests for goodwill impairment by reporting units on an annual basis and at any other time if events occur or circumstances change that suggest that goodwill could be impaired.

The Company uses the two-step impairment process. The fair value of a reporting unit is compared with its carrying amount, including goodwill, in order to identify a potential impairment. When the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not to be impaired and the second step is unnecessary.

If step one of the test is not met, an impairment loss is recorded for the carrying amount of the goodwill exceeding the implied value of that goodwill. Measurement of the fair value of a reporting unit is based on a fair value measure using the sum of the discounted estimated future cash flows (Note 9).

Intangible Assets

Intangible assets primarily represent the value of customer contracts acquired. All intangible assets are charged to operations on a straight-line basis over their estimated useful life of 10 years (Note 9).

Impairment or Disposal of Long-Lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Recoverability is assessed based on the carrying amount of the asset and their net recoverable value, which is generally determined based on undiscounted cash flows expected to result from the use and the eventual disposal of the asset if the carrying amount of the net exceed its net recoverable value. An impairment loss is recognized to write the asset down to its fair value.

Income Taxes

The Company accounts for income taxes using the liability method, whereby deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities measured using income tax rates and laws that are expected to be in effect when the differences are expected to reverse. Income tax expense for the period is the tax payable for the period and any change during the period in deferred tax assets and liabilities. A valuation allowance is provided to the extent that it is more likely than not that deferred tax assets will not be realized.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. The most significant assumptions made by management in the preparation of the Company’s consolidated financial statements include provisions for credit adjustments and doubtful accounts to reflect credit exposures and unrecoverable amounts, valuation allowances and impairment assessments for various assets including customer contracts and goodwill, property, plant and equipment, deferred income taxes, accruals related to liabilities arising from legal claims, periodic estimates of ultimate liabilities related to losses associated with workers compensation and employment liability, business automotive liability and general liability insurance claims. Actual

47

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

results could differ as a result of revisions to estimates and assumptions which may have a material impact on financial results of future periods.

Foreign Currency Translation

The Company’s functional currency is the U.S. dollar. The financial statements of the foreign subsidiaries are measured using the Canadian dollar as the functional currency. Included in the Company’s consolidated financial statements are the results of the Canadian operations. Consequently, monetary assets and liabilities of the wholly-owned subsidiaries are translated into U.S. dollars at exchange rates in effect at the consolidated balance sheet dates with non-monetary assets and liabilities being translated into U.S. dollars at historical exchange rates. Revenue and expense items were translated at average exchange rates prevailing during the period. The resulting gains or losses were reflected in net loss for the period. Gains and losses resulting from translation are recorded in accumulated other comprehensive income (loss).

Net Loss per Share

Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. The computation of diluted loss per share assumes the basic weighted average number of common shares outstanding during the period is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. The dilutive effect of warrants and stock options is determined using the treasury stock method. For the periods ended December 31, 2007, December 31, 2006 and December 31, 2005, diluted loss per share is equivalent to basic loss per share as the outstanding options and warrants are anti-dilutive. The share counts discussed above include the exchangeable shares outstanding after the consummation of the Arrangement.

Leases

Leases have been classified as either capital or operating leases. Leases which transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as if there were an acquisition of an asset and incurrence of an obligation at the inception of the lease and are accounted for as capital leases. All other leases are accounted for as operating leases wherein rental payments are expensed as incurred.

Stock-Based Compensation

In 2003, the Company adopted, on a prospective basis, Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”). This statement requires that compensation for all awards made to non-employees and certain awards made to employees, including stock appreciation rights, direct awards of stock and awards that call for settlements in cash or other assets, be measured and recorded in the financial statements at fair value over the vesting period.

Fair Value of Derivative Financial Instruments

Under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” (“SFAS 133”) as amended, an embedded derivative included in a debt agreement for which the economic characteristics and risks are not clearly and closely related to the economic characteristics of the debt host contract must be measured at fair value and presented as a liability. Changes in fair value of the embedded derivative are recorded in the consolidated statements of operations at each reporting date. Embedded derivatives that meet the criteria for bifurcation from the convertible debt and that are therefore presented as liabilities and measured at fair value consist of the holder conversion option and certain contingent accelerated payment

48

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

conditions. These embedded derivatives are collectively fair valued as a single compound embedded derivative.

Under GAAP, the warrants issued with the convertible debenture are presented as a liability because they do not meet the criteria of EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,” (“EITF 00-19”) for equity classification. Subsequent changes in fair value are recorded in the consolidated statements of operations.

Change in Accounting Estimate

In the first quarter of 2007, the Company changed the depreciation period on its leased vehicles from 48 months to 60 months, resulting in a decrease of approximately $2.0 million in depreciation expense and an increase of $0.10 in earnings per share for the year ended December 31, 2007. This change in accounting estimate was adopted to better reflect the useful life of the asset and was applied prospectively from January 1, 2007.

3.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 2006, the FASB issued SFAS 155, “Accounting for Certain Hybrid Financial Instruments,” an amendment of FASB Statements No. 133 and 140 (“SFAS 155”). This Statement:

•  Permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation.

•  Clarifies which interest-only strips and principal-only strips are not subject to the requirements of Statement 133.

•  Establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation.

•  Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives.

•  Amends SFAS 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument.

SFAS 155 is effective for all financial instruments acquired or issued after the beginning of the Company’s fiscal year that commences on January 1, 2007. The application of this pronouncement had no material impact on the financial position or results of the Company’s operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. The provisions of SFAS 157 are effective for the fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2, Partial Deferral of the Effective Date of Statement 157, which delays the effective date for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis. The FSP defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008. The Company does not expect the provisions of this statement to have a material impact on the Company’s financial condition or results of operations.

In June 2006, FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”, and

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax provision taken or expected to be taken in a tax return. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006, and were adopted by us effective January 1, 2007. The impact of adoption of FIN 48 is disclosed in Note 19.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”), including an amendment of SFAS 115. SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The provisions of SFAS 159 are effective for fiscal years beginning after November 15, 2007. The Company is currently reviewing SFAS 159, but have not yet determined whether the Company will electively adopt it.

December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141(R), “Business Combinations.” The new standard will significantly change the financial accounting and reporting of business combination transactions in the consolidated financial statements. It will require an acquirer to recognize, at the acquisition date, the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at their full fair values as of that date. In a business combination achieved in stages (step acquisitions), the acquirer will be required to remeasure its previously held equity interest in the acquiree at its acquisition-date fair value and recognize the resulting gain or loss in earnings. The acquisition-related transaction and restructuring costs will no longer be included as part of the capitalized cost of the acquired entity but will be required to be accounted for separately in accordance with applicable GAAP in the U.S. SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements. (SFAS No. 160)” This Statement clarifies the definition of a non-controlling (or minority) interest and requires that non-controlling interests in subsidiaries be reported as a component of equity in the consolidated statement of financial position and requires that earnings attributed to the non-controlling interests be reported as part of consolidated earnings and not as a separate component of income or expense. However, it will also require expanded disclosures of the attribution of consolidated earnings to the controlling and non-controlling interests on the face of the consolidated income statement. SFAS No. 160 will require that changes in a parent’s controlling ownership interest, that do not result in a loss of control of the subsidiary, are accounted for as equity transactions among shareholders in the consolidated entity therefore resulting in no gain or loss recognition in the income statement. Only when a subsidiary is deconsolidated will a parent recognize a gain or loss in net income. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008, and will be applied prospectively except for the presentation and disclosure requirements that will be applied retrospectively for all periods presented. The Company is currently evaluating the impact of SFAS No. 160, to its financial position and results of operations.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities (SFAS No. 161)”, an amendment of FASB Statement No. 133. This statement applies to all derivative instruments and non-derivative instruments that are designated and qualify as hedging instrument pursuant to paragraphs 37 and 42 of Statement 133 and related hedge items accounted for under FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities”. Statement 161 requires entities to provide greater transparency through additional disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedge items are accounted for under Statement 131 and its related interpretations, and (c) how derivative instruments and

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

related hedge items affect an entity’s financial position, results of operations, and cash flows. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early application encouraged. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.

4.   FINANCIAL INSTRUMENTS

The estimated fair values of financial instruments are based on the relevant market prices and information available. These fair value estimates are not indicative of the amounts that the Company might receive or incur in actual market transactions. The carrying values of cash and cash equivalents, accounts receivable, insurance premium deposits, accounts payable and accrued liabilities approximate their fair values due to the relatively short periods to maturity of these financial instruments. The carrying values of long-term debt and capital lease obligations approximate their fair values as these financial instruments bear market rates of interest, and as such are subject to risk relating to interest rate fluctuations.

Credit exposure on financial instruments arises from the possibility that a counterparty to an instrument fails to perform. The Company performs ongoing credit evaluations of customers and generally does not require collateral. Allowances are maintained for potential credit losses. The Company is economically dependent on one customer and the temporary or permanent loss of this customer would have a material adverse effect on the Company’s results of operations and financial condition (Note 26).

The Company’s financial instruments include loans bearing an interest rate based on the prime rate plus 3% to prime plus 5% subject to a minimum interest rate of 10% to 12%, and are therefore subject to risk relating to interest rate fluctuations.

5.   RESTRICTED CASH

As at December 31, 2007 and December 31, 2006, the Company had restricted cash, in the form of term deposits of approximately $10.2 million and $14.5 million, respectively. These term deposits are used to collateralize obligations associated with its insurance program and for contractor licensing surety bonds in several states. Interest earned of 3% to 5% on these funds is received monthly and is not subject to restriction.

During 2007, as a result of a reduction in the Company’s insurance obligations, the Company negotiated a reduction in the Company’s required letter of credit (“LOC”). The LOC requirement, which is collateralized with the Company’s restricted cash, was reduced by $6.3 million. This reduction in the Company’s restricted cash balance was offset by a $2.0 million increase in restricted cash as collateral for bonds on projects currently in progress by the Company’s network services operation.

On March 19, 2008, as a result of the reduction in the Company’s insurance obligations, the Company negotiated a reduction in the Company’s LOC requirement by approximately $2.0 million (Note 28).

6.   INVENTORY

Inventory consists of the following:

	December 31,		December 31,
	2007		2006
Direct broadcast satellite equipment	$	15,704,295	$	12,633,189
Materials and components		4,475,872		3,182,959
	$	20,180,167	$	15,816,148

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

Direct broadcast satellite equipment represents equipment purchased from DIRECTV to service DIRECTV’s customers. Certain items of this inventory are directly reimbursed to us on installation for an amount equal to the initial purchase price. Therefore, no revenue or cost of sales is recorded with respect to this inventory with the exception of a charge to direct expenses for loss due to theft or damage.

7.   PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consist of the following:

	December 31,		December 31,
	2007		2006
Insurance premium deposits	$	6,871,402	$	6,855,207
Prepaid expenses		1,578,959		841,288
Miscellaneous receivables		928,158		213,760
	$	9,378,519	$	7,910,255

8.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	December 31,		December 31,
	2007		2006
Cost
Vehicles	$	48,839,563	$	49,307,080
Tools and equipment		4,788,606		4,629,918
Computer equipment and software		4,932,910		4,115,997
Office furniture and equipment		1,237,693		1,537,515
Leasehold improvements		757,698		602,592
	$	60,556,470	$	60,193,102

	December 31,			December 31,
	2007			2006
Accumulated Depreciation
Vehicles	$	(18,569,648	)	$	(18,533,260	)
Tools and equipment		(2,873,335	)		(2,754,619	)
Computer equipment and software		(3,311,344	)		(2,738,050	)
Office furniture and equipment		(499,926	)		(960,480	)
Leasehold improvements		(395,467	)		(323,803	)
	$	(25,649,720	)	$	(25,310,212	)
Net book value	$	34,906,750		$	34,882,890

Depreciation expense charged to continuing operations for fiscal years 2007, 2006 and 2005, was $12,061,858, $13,398,987 and $6,147,874, respectively. Property, plant and equipment include assets under capital leases of $30,547,016 net of accumulated depreciation of $17,141,690 as of December 31, 2007 and $30,805,454 net of accumulated depreciation of $15,761,508 as of December 31, 2006. The fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, included depreciation of $72,675, $232,289 and $11,159, respectively, in loss from discontinued operations.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

9.   GOODWILL AND CUSTOMER CONTRACTS

The carrying amount of goodwill and customer contracts is as follows:

	December 31,		December 31,
	2007		2006
Goodwill	$	11,034,723	$	11,034,723

	December 31,			December 31,
	2007			2006
Customer Contracts:	$	36,498,372		$	36,498,372
Accumulated amortization		(15,107,115	)		(11,425,616	)
Net	$	21,391,257		$	25,072,756

Amortization expense charged to continuing operations for the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, was $3,681,499, $3,712,673 and $4,093,985, respectively. The fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, included amortization of zero, $2,177, and $3,451 respectively, in loss from discontinued operations.

Estimated future amortization expense is as follows:

2008		3,681,503
2009		3,681,503
2010		3,681,503
2011		3,681,503
Thereafter		6,665,245
Total	$	21,391,257

Goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. Goodwill impairment is evaluated on an annual basis (or sooner if indicators of impairment are identified) using the two-step impairment process. As a result of the shutdown of certain operating branch locations, the Company wrote off the remaining goodwill and customer contracts associated with those branches. In 2007, the Company did not record any impairment charges for intangibles. For the year ended December 31, 2006, the Company recorded a goodwill impairment charge of $313,202 and a customer contract impairment charge of $177,201 in loss from discontinued operations. In 2005, the Company recorded a goodwill impairment charge of $196,886 and a customer contract impairment charge of $716,785, of which $305,575 was included in loss from discontinued operations in 2005.

The customer contracts represent the agreement between the Company and the Company’s customers to provide installation, upgrade and repair services to the customers’ subscribers. The contracts typically include exclusivity agreements. The exclusivity agreements limit the Company’s ability to sign contracts with the Company’s customers’ competitors if the competitor sells the same services in the same markets as the Company’s current customers. These contracts were recognized apart from goodwill as the assets resulted from contractual or other legal rights and are capable of being separated or divided from the acquired enterprise. The acquired companies had existing contracts with their customers at the time of the acquisition. These contracts required us to provide installation and other services over a period of time in a specific geographic area on an exclusive basis for the Company’s customers. As such, a value was assigned to the future benefits to be realized from this exclusive contractual agreement with the Company’s customers.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

10.   OTHER ASSETS

Other assets consist of the following:

	December 31,		December 31,
	2007		2006
Deferred financing costs (net of accumulated amortization of $3,518,681 and $1,590,620, respectively)	$	1,635,101	$	3,661,599
Security deposits		701,677		666,002
Other assets		142,061		57,149
	$	2,478,839	$	4,384,750

11.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following:

	December 31,		December 31,
	2007		2006
Equipment purchase liability	$	54,104,176	$	44,497,745
Accrued insurance		5,088,317		9,556,789
Trade accounts payable		6,392,663		8,461,228
Accrued payroll and employee benefits		5,060,507		7,238,919
Accrued costs for legal settlements (Note 25)		1,484,152		1,671,000
Taxes payable		1,232,045		584,659
Restructuring reserve (Note 19)		46,875		6,825
Other accrued expenses		5,706,916		6,669,080
	$	79,115,651	$	78,686,245

The accounts payable and accrued liabilities amount includes $54.1 million and $44.5 million as of December 31, 2007 and December 31, 2006, respectively, payable to DIRECTV, a major supplier of the equipment used by us in the Company’s installation business. The amount due from DIRECTV once this equipment is installed is included in accounts receivable and was $21.8 million and $17.9 million at December 31, 2007 and 2006, respectively.

The Company is currently party to a class action lawsuit filed in federal court in Seattle, Washington brought by current and former employees. The claims relate to alleged violations of Washington wage and hour laws. The class period dates back to April 2002. As a result of this class action, the Company established a reserve for estimated costs of $2.5 million at December 31, 2005 (Note 24). As of December 31, 2007, $1.5 million remained in this reserve.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

12.   LONG-TERM DEBT AND COMMON STOCK PURCHASE WARRANTS

Long-term debt consists of the following:

	December 31,			December 31,
	2007			2006
				(Restated)
Revolving credit facility and over advance facility of up to $37,000,000 bearing interest at prime plus 3% to 5%, subject to a minimum interest rate of 10% to 11% with interest payable monthly. The revolving credit facility is subject to the Company’s eligible trade receivables and inventory as per the debt agreement and collateralized by the Company’s real and personal property. For the period of August 1, 2006 to July 31, 2007, The Company was able to draw in excess of the eligible trade receivables and inventory an over advance of up to $9,000,000 but not to exceed an aggregate amount of $37,000,000. At December 31, 2007, the interest rate of the revolving credit facility was 10.75% with an effective interest rate of 14.3%. At December 31, 2006, the interest rate for the revolving credit facility was 11.25% and the interest rate for the over advance facility was 13.25%, with an effective interest rate of 12.21%. Repayment is due on or before July 31, 2009. The credit facility may be borrowed, repaid, and reborrowed in accordance with the terms of the Security and Purchase Agreement. As of December 31, 2007 and December 31, 2006, the Revolving credit facility has $1,228,583 and $2,004,529 of unamortized discount attributed to warrants issued to the Company’s lender	$	20,433,263		$	19,758,475
Term note, bearing interest at prime plus 5%, subject to a minimum interest rate of 12% and interest is payable monthly. At December 31, 2007, the interest rate was 12.75% with an effective interest rate of 20.4%. At December 31, 2006, the interest rate was 13.25% with an effective interest rate of 17.5%. Repayments of the term note commenced on February 1, 2007 for $666,667 per month, with the final payment due on July 31, 2009. As of December 31, 2007 and December 31, 2006, the Term Note has $330,625 and $991,758 of unamortized discount attributed to warrants issued to the Company’s lender		7,336,038			19,008,242
Total debt		27,769,301			38,766,717
Less: current portion		(27,769,301	)		(26,502,096	)
Total long-term debt	$	—		$	12,264,621

Pursuant to the original terms of the debt agreement with Laurus, “180 Connect (NV)” a wholly-owned subsidiary of the Company, had available a maximum amount of $57 million of debt comprising a term facility of $20 million and a combined revolving credit facility and over-advance facility of up to $37 million. The revolving credit facility is subject to the Company’s eligible trade receivables as per the debt agreement. For the period of August 1, 2006 to July 31, 2007, 180 Connect (NV) was able to draw in excess of the eligible trade receivables and inventory an over-advance amount up to $9 million but not to exceed an aggregate amount of $37 million. After July 31, 2007, the over advance became part of the revolving facility; this was further extended to August 24, 2007, as disclosed below. The interest rates on the new debt range from prime plus 3% to prime plus 5%, subject to a minimum interest rate of 10% to 12%, and are therefore subject to risk relating to interest rate fluctuations. Monthly term loan repayments

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

commenced February 1, 2007, for $666,667. As of December 31, 2007, 180 Connect (NV) had availability of $6.8 million under the revolving credit facility (the “Revolver”).

The debt agreement states that there are no financial covenants of 180 Connect (NV) with respect to such facilities but includes other covenants and events of default typical for credit facilities of this nature. This facility is collateralized by a security interest in all of the assets of 180 Connect (NV). 180 Connect (NV) obtained a waiver from Laurus, with regards to the Arrangement; as such the transaction constituted a merger and change of control as defined in the debt agreement.

In August 2006, in connection with the debt agreement, 180 Connect (Canada) issued a warrant to Laurus to purchase up to 1,200,000 shares of common stock for nominal consideration of Canadian $0.01 per share, having a term of seven years. Laurus agreed not to sell any common shares of 180 Connect (Canada) issuable upon exercise of the warrants for a period of 12 months following the date of issuance of the warrants. Thereafter, Laurus may, at its option and assuming exercise of the warrants, sell up to 150,000 common shares of 180 Connect (Canada) per calendar quarter (on a cumulative basis) over each of the following eight quarters. On April 2, 2007, Laurus exercised its right under the warrants to purchase the 1,200,000 common shares.

The common stock purchase warrants were valued at $3,286,967, net of issuance costs of $299,165, using the Black-Scholes option pricing model using the following variables: volatility of 76.64%, expected life of seven years, a risk free interest rate of 4.5% and a dividend of zero. The fair value of the loan was measured using a three-year maturity and the present value of the cash payments of interest and principal due under the terms of the debt agreement discounted at a rate of 17.5% which approximates a similar non-convertible financial instrument with comparable terms and risk. Under Emerging Issues Task Force Issue EITF No. 00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” (“EITF No. 00-19”) and Accounting Principles Board Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants (“APB Opinion 14”) the fair value of warrants issued in connection with the stock purchase warrants would be recorded as a reduction to the proceeds from the issuance of long-term debt, with the offset to additional paid-in capital. At December 31, 2007, the Company had recorded $2,026,924 of accretion expense in the consolidated statements of operations. The Company paid $3,515,471 of issuance costs to complete the long-term debt financing; these costs are in other assets and are being amortized over the three-year period to maturity of the debt agreement with Laurus.

On July 2, 2007, 180 Connect (NV) entered into an amendment agreement with Laurus securing additional interim financing to fund working capital until August 24, 2007.

Pursuant to the terms of the amendment agreement, Laurus agreed to provide an additional $8.0 million to 180 Connect (NV) as an increase to the $37.0 million revolving loan, for a total revolving loan of $45.0 million. As part of this agreement, Laurus also agreed to extend the maturity of the existing $9.0 million over-advance on the revolving loan from July 31, 2007 until August 24, 2007.

In connection with the amendment to the Laurus facility, Messrs. Balter and Slasky, members of the Company’s Board of Directors, agreed to provide a limited recourse guaranty for a portion of the additional financing Laurus provided to 180 Connect (NV) by placing $7.0 million in a brokerage account, which was pledged to Laurus. The guaranty was not called upon and the funds were returned to Messrs. Balter and Slasky. 180 Connect (Canada) agreed to reimburse Messrs. Balter and Slasky up to $150,000 for their fees and expenses in connection with the guaranty and pledge.

On July 2, 2007, in connection with the amendment agreement, 180 Connect (Canada) issued Laurus a warrant to purchase 600,000 shares of 180 Connect (Canada)’s common stock at an exercise price of $4.35 per share, the adjusted market price of 180 Connect (Canada)’s common stock at the time of issue (the “July Warrant”). The July Warrant was valued at $1,525,639, using the Black-Scholes option pricing

56

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

model using the following variables: volatility of 61%, expected life of five years, a risk free interest rate of 4.25% and a dividend of zero. Thereafter, on August 24, 2007, in connection with consummation of the Arrangement, Laurus received a warrant to purchase 250,000 shares of the Company’s common stock at an exercise price of $4.01 per share (the “August Warrant”). The August Warrant was valued at $558,258 using the same pricing model and variables as the July Warrant described above. At September 30, 2007, The Company recorded an expense in interest and loan fees in the consolidated statements of operations for $2,083,897 an increase to paid in capital, respectively, as the bridge financing loans have expired.

During the third quarter of 2007, the Company entered into a settlement with Laurus with respect to a dispute over an alleged misrepresentation and event of default under the provisions of the Laurus debt agreements that Laurus alleged occurred as a result of the repayment of the convertible debentures after consummation of the Arrangement. Pursuant to the terms of the settlement, the Company agreed to reduce the exercise price of the warrants issued by Laurus. With respect to the July Warrant, the exercise price for the first 450,000 shares of the Company’s common stock exercised by Laurus was reduced from $4.35 to $0.01 per share, and the remaining 150,000 shares of common stock exercised by Laurus was reduced from $4.35 to $3.00 per share. In addition, the exercise price of the August Warrant was reduced from $4.01 to $3.00 per share. The common stock purchase warrants were re-valued immediately before and after the re-pricing, using the Black-Scholes option pricing model using the following variables: volatility of 61%, expected life of five years, a risk free interest rate of 4.25% and a dividend of zero. The re-pricing of the warrants increased the fair value of warrants by an additional $719,399 and is recorded as an expense in interest and loan fees in the consolidated statement of operations and increased paid-in capital.

Laurus also received a 2.5% management fee on the $8.0 million increase to the revolver or $200,000 and a $1.4 million commitment fee which was paid on August 27, 2007, and expensed in interest and loan fees in the consolidated statements of operations.

Upon consummation of the Arrangement, 180 Connect (NV) had no outstanding balance on the additional $8.0 million revolving loan or the existing $9.0 million over-advance facility. Additionally, 180 Connect (NV) paid down $5.0 million of principal on its term loan. For the year ended December 31, 2007, 180 Connect (NV) repaid a total of $12.3 million of term debt, $10.4 million of convertible debt and a portion of its revolving credit facility, which may be re-borrowed subject to the provisions of the debt agreement.

Subsequent to the issuance of the Company’s consolidated financial statements as of and for the year ended December 31, 2006, the Company’s management determined that an error existed in previously issued consolidated financial statements. The Company determined that the long-term debt for the Revolver credit facility should be classified as current in accordance with FASB Emerging Issues Task Force Issue No. 95-22, “Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement” (“EITF 95-22”). As a result, the accompanying fiscal 2006 financial statements have been restated from amounts previously reported in Form 8-K filed on August 30, 2007. The restatement had no impact on the previously report consolidated statements of operations, shareholders’ equity or cash flows. A summary of the effects of the restatement is as follows:

	Previously Reported		As restated
	December 31, 2006		December 31, 2006
Current portion of long-term debt	$	5,967,674	$	26,502,096
Long-term debt		32,799,043		12,264,621

The Revolver requires a lockbox arrangement, which provides for all receipts to be swept daily to reduce borrowings outstanding under the credit facility. This arrangement, combined with the existence of a subjective acceleration clause in the revolving credit facility, requires that the borrowings under the Revolver be classified as a current liability on the balance sheet in accordance with EITF 95-22. The

57

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

acceleration clause could allow the Company’s lender to forego additional advances should they determine there has been a material adverse change in the Company’s financial position or prospects reasonably likely to result in a material adverse effect on the Company’s business, condition (financial or otherwise), operations, performance or properties. The Company believes that no such material adverse change has occurred; further, as of March 27, 2008, the Company’s lender had not informed the Company that any such event had occurred.

13.   CONVERTIBLE DEBENTURES

On March 22, 2006, 180 Connect (Canada) completed a private placement with a group of qualified, accredited institutional investors of $10,686,101 of convertible debentures and warrants (Note 14). During the second quarter of 2007, one of the convertible debenture holders exercised its option to convert in total $2,024,785 of principal under the convertible debentures into 510,000 common shares (Note 16).

As of December 31, 2006 the convertible debentures were bifurcated between convertible debt and fair value of derivative financial instruments for $6,276,584 and $4,065,729, respectively. The unamortized discount as of December 31, 2006 was $4,409,517.

The consummation of the Arrangement constituted an event of default under 180 Connect (Canada)’s convertible debentures. In the third quarter of 2007, the convertible debenture holders exercised their right to redeem the convertible debentures in full. The Company paid the holders of the convertible debentures $10,393,577, which included outstanding principal and a 20% redemption premium, excluding accrued but unpaid interest.

14.   WARRANTS AND DERIVATIVE FINANCIAL INSTRUMENTS

The warrants issued in connection with the 180 Connect (Canada)’s March 22, 2006, private placement (the “PIPE Warrants”) are presented as a liability because they do not meet the criteria of EITF 00-19 for equity classification. Subsequent changes in fair value are recorded in the consolidated statements of operations. The PIPE Warrants, which have a four-year term, are exercisable into 942,060 of the Company’s common shares at an exercise price of $4.3311 per share.

The Company determined the fair value of the PIPE Warrants at December 31, 2007, using a Black-Scholes pricing model. The following assumptions were used for the Black-Scholes pricing model: an expected life of 2.25 years, volatility of 61% and a risk-free rate of 4.25%.

Each of the publicly traded warrants issued in connection with the initial public offering of AVP, (the “Public Warrants”) and the unit purchase option issued to the underwriters in connection with such initial public offering, were initially classified as a derivative liability, as required under EITF No. 00-19, because in the absence of explicit provisions to the contrary in the warrant and purchase option agreement, the Company must assume that the Company could be required to settle the warrants and the unit purchase option on a net-cash basis, thereby necessitating the treatment of the potential settlement obligation as a liability. During the fourth quarter of 2007, the Company entered into a Warrant Clarification Agreement which amended the warrant agreement governing the public warrants to clarify that no obligation exists for cash settlement of the public warrants; a similar amendment was entered into with respect to the unit purchase option allowing the public warrants to be classified as equity.

As of December 31, 2007, the public warrants are recorded as a credit to paid-in-capital for $7,516,810, which represents their fair market value at the date when the clarification agreement was amended (the “Amendment Date”). As of the Amendment Date, the closing sale price for the warrants was $0.40, resulting in a total warrant liability of $7,200,000.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

The Company determined the fair value of the unit purchase options to be $316,810 at the Amendment Date using a Black-Scholes pricing model adjusted to include a separate valuation of the embedded warrants. The following assumptions were used for the Black Scholes pricing model: an expected life of 2.9 years, volatility of 62% and a risk-free rate of 4.02%. For the embedded warrants, the Company based the valuation on the closing sale price for the public warrants as of the amendment date adjusted by the percentage difference between the valuations obtained using a Black-Scholes pricing model (with the same assumptions) for the public warrants and the embedded warrants.

In connection with the Arrangement, two unrelated third parties agreed with 180 Connect (Canada) to purchase 400,000 and 100,000 shares, respectively, of common stock of AVP and to vote these shares in favor of the Arrangement at the August 24, 2007, AVP shareholders meeting. 180 Connect (Canada) agreed to a make whole formula with these individuals to be settled within 30 days of consummation of the Arrangement. One of the individuals also received an option to acquire 16,000 AVP shares for $0.01 per share from Messrs. Balter and Slasky.

At the maturity date of this agreement, which was the 30th day following consummation of the Arrangement, 180 Connect (Canada)’s make whole liability was $2.8 million, and 180 Connect (Canada) agreed with each of such parties, in lieu of satisfaction of the make whole agreement, to repurchase the shares and the option held by such parties for $3.0 million. The transaction resulted in a loss of $2.8 million on the settlement of derivative liabilities and $0.2 million has been recorded as a stock repurchase. As of December 31, 2007, the option remains outstanding.

On August 20, 2007, 180 Connect (Canada) offered to pay Magnetar $800,000 in connection with Magnetar’s support of 180 Connect (Canada)’s proposed Arrangement and, as a shareholder of AVP, for Magnetar to agree to vote the shares it held in AVP in favor of the Arrangement at the August 24, 2007, AVP shareholders meeting. On August 23, 2007, Messrs. Balter and Slasky agreed to issue to Magnetar an option to acquire 160,000 shares of AVP for $0.01 per share in satisfaction of 180 Connect (Canada)’s agreement with Magnetar and 180 Connect (Canada) agreed to reimburse Messrs. Balter and Slasky for such issuance, but such option was never issued. On November 9, 2007, the Company issued Magnetar a warrant exercisable for 356,952 shares of common stock at an exercise price of $0.01 per share in full satisfaction of amounts owing by us to Magnetar. Such warrant was valued at $800,000 on November 9, 2007. In connection with such issuance, the Company withheld 90,559 of the shares underlying the warrant in order to satisfy U.S. tax withholding requirements and remitted $202,961 to the Internal Revenue Service on behalf of Magnetar. Accordingly, the warrant will only be exercisable for 266,393 shares. At December 31, 2007, the warrant was recorded as an expense of $800,000 to interest and loan costs.

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Notes to Consolidated Financial Statements — (Continued)

The following tables show the changes in the fair values of derivative instruments recorded in the consolidated financial statements for the year ended December 31, 2007 and December 31, 2006, respectively.

							Embedded
							Derivatives of
	PIPE			Public			Convertible			Stock
	Warrants			Warrants			Debt			Repurchase			Total
Fair value at March 22, 2006	$	1,076,693		$	—		$	4,352,972		$	—		$	5,429,665
Changes in fair value		(41,486	)		—			(1,322,450	)		—			(1,363,936	)
Fair value at December 31, 2006	$	1,035,207		$	—		$	3,030,522		$	—		$	4,065,729
Fair value, August 24, 2007	$	—		$	6,936,225		$	—		$	—		$	6,936,225
Changes in fair value		(913,039	)		580,585			2,586,826			2,766,573			5,020,945
Settlement of derivative liability		—			—			—			(2,766,573	)		(2,766,573	)
Settled on conversion of debentures		—			—			(1,113,646	)		—			(1,113,646	)
Settled on redemption of debentures		—			—			(4,503,702	)		—			(4,503,702	)
Reclassification to paid-in-capital		—			(7,516,810	)		—			—			(7,516,810	)
Fair value, December 31, 2007	$	122,168		$	—		$	—		$	—		$	122,168

15.   LEASE COMMITMENTS

(a)   Operating Leases

The Company lease offices, warehouse facilities and equipment under various non-cancelable operating lease agreements which expire on various dates through 2012.

Future minimum annual lease payments under such lease agreements that have initial or remaining terms in excess of one year at December 31, 2007 are as follows:

2008	$	4,059,293
2009		2,732,333
2010		1,970,912
2011		1,039,843
2012		277,900
	$	10,080,281

Operating lease expenses for the fiscal years ended December 31, 2007, December 31, 2006, and December 31, 2005, were $3,944,780, $3,978,584 and $4,039,214, respectively.

The Company has a contingent exposure on certain property leases related to repairs and/or maintenance costs that the landlord, at its discretion, may incur and charge to it.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

(b)   Capital Leases

At December 31, 2007, the future minimum annual payments under capital lease obligations are as follows:

2008	$	12,827,906
2009		10,888,637
2010		5,884,035
2011		1,284,532
2012		276,411
Future minimum lease payments		31,161,521
Less: amount representing interest		2,287,112
Present value of minimum lease payments		28,874,409
Less: current portion		11,628,142
	$	17,246,267

As of December 31, 2007, the Company has 2,977 vehicles which relate to $28.6 million of remaining principal related to capital lease obligations. The interest rates for the remaining lease obligations are fixed interest rates range from 4.5% to 5.8%.

At December 31, 2006, the future minimum annual payments under capital lease obligations are as follows:

2007	$	14,214,126
2008		11,332,805
2009		4,393,730
2010		121,597
Future minimum lease payments		30,062,258
Less: amount representing interest		1,816,042
Present value of minimum lease payments		28,246,216
Less: current portion		13,033,104
	$	15,213,112

As of December 31, 2006, 180 Connect (Canada) acquired 2,589 vehicles which relate to $28.0 million of remaining principal related to capital lease obligations. The interest rates for the remaining lease obligations are both fixed and variable. The fixed interest rates range from 5.2% through 6.2% and the variable interest rates are determined quarterly using the Merrill Lynch AA published trading Corporate Bond index plus 0.25%.

16.   STOCK-BASED COMPENSATION AND CHANGES IN SHAREHOLDER’S EQUITY

During 2007, the Company established the Long-Term Share Compensation Plan (“LTIP”) for the benefit of executive officers and key employees. The LTIP was approved by the shareholders in conjunction with the consummation of the Arrangement. The Company’s outside directors and consultants are not entitled to participate in the LTIP. The LTIP was designed to: (i) strengthen the ability to attract and retain qualified officers and employees, which the Company and the Company’s affiliates require; (ii) encourage the acquisition of a proprietary interest in us by such officers and employees, thereby aligning their interests with the interests of the Company’s shareholders; and (iii) focus the Company’s

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

management and the Company’s affiliates on operating and financial performance and total long-term shareholder return by providing an increased incentive to contribute to the Company’s growth and profitability. Pursuant to the LTIP, the Board of Directors may grant options to purchase common shares, share appreciation rights and restricted stock units up to 2,000,000 shares, of which 1,980,000 were granted during the year ended December 31, 2007.

In addition to the LTIP, during the fourth quarter of 2006, 180 Connect (Canada)’s Board of Directors granted 167,999 share appreciation rights to several of the Company’s officers and senior management. The share appreciation rights have an exercise price of $2.50, expire December 6, 2011 and are settleable in the Company’s common shares. The fair value of the share appreciation rights is measured at the date of approval and compensation expense is recorded over the vesting period. The share appreciation rights were measured at August 24, 2007 (the date of approval) and vest over a four-year term ending December 6, 2010. 180 Connect (Canada) had previously issued stock options or other stock-based compensation which was assumed by us pursuant to the terms of the Arrangement.

The Company used the Black-Scholes option pricing model to estimate the fair value of stock options, restricted stock units, and share appreciation rights and used the ratable method to amortize compensation expense over the vesting period of the grant. Pursuant to the LTIP, certain senior executives were granted accelerated stock options and restricted stock units on September 5, 2007 that vest over a three-year term. The remaining stock options and restricted stock units granted on September 5, 2007 vest over a four-year term.

Total non-cash stock compensation expense recorded as operating expense for the year ended December 31, 2007, December 31, 2006, and December 31, 2005 was $860,035, $91,214 and $1,387,133, respectively. For the year ended December 31, 2007, 46,467 options were exercised for $77,511.

The fair value of each stock option, restricted stock unit, and share appreciation right granted was estimated using the following assumptions for the year ended December 31, 2007:

							3 Year			4 Year			Share
	3 Year			4 Year			Restricted			Restricted			Appreciation
	Stock Options			Stock Options			Stock Units			Stock Units			Rights
Number granted		499,750			664,500			445,250			370,500			167,999
Stock price on day of grant	$	3.25		$	3.25		$	3.25		$	3.25		$	4.01
Exercise price	$	3.25		$	3.25			—			—		$	2.50
Expected life in years		4.5			4.75			3			3.25			3.75
Vesting period in years		3			4			3			4			4
Interest free rate		4.25	%		4.25	%		4.25	%		4.25	%		4.44	%
Volatility		61.0	%		61.0	%		61.0	%		61.0	%		60.5	%
Forfeiture rate		18.0	%		18.0	%		18.0	%		18.0	%		18.0	%
Dividend		Zero			Zero			Zero			Zero			Zero

In connection with the 2003 acquisition of the remaining 7% interest in Cable Play Inc., 180 Connect (Canada) exchanged 2,726,592 of its options for 3,181,922 options of those previously granted by Cable Play Inc. The Company applied FASB interpretation No. 44 (“FIN 44”), “Accounting for Certain Transactions Involving Stock Compensation.” The fair value of the unvested options granted at the date of acquisition of $4,126,541 was recognized as compensation cost over the remaining vesting periods and the Company recorded compensation expense of zero, $91,214 and $1,321,681, respectively for the year ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively. The fair value of the options granted under the plan were determined using the Black-Scholes pricing model. The risk-free rate

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

interest rate was 4.21% to 5.45% with an expected life of 3 to 10 years. The expected volatility was 99% and a dividend yield of zero.

As at December 31, 2007, the Company had 2,376,650 total options, restricted stock units and share appreciation rights outstanding to employees and directors (as of December 31, 2006 the Company had 349,946 stock options outstanding) to purchase an equal amount of common shares. The options have a life of up to 10 years from the date of grant. Vesting terms and conditions are determined by the Board of Directors at the time of grant and vesting terms range from three to five years.

The following table summarizes the Company’s stock option, restricted stock units and share appreciation rights activity:

	Year Ended December 31, 2007					Year Ended December 31, 2006					Year Ended December 31, 2005
				Weighted					Weighted					Weighted
	Number of			Average		Number of			Average		Number of			Average
	Options			Exercise Price		Options			Exercise Price		Options			Exercise Price
Outstanding, beginning of period		349,946		$	2.92		856,000		$	2.18		1,292,609		$	1.98
Granted		2,147,999		$	1.96		—			—		—			—
Exercised		(46,467	)	$	1.67		(155,828	)	$	1.67		(408,847	)	$	1.78
Cancelled		(74,828	)	$	1.67		(350,226	)	$	1.67		(27,762	)	$	1.67
Outstanding, end of period		2,376,650		$	2.10		349,946		$	2.92		856,000		$	2.18
Options exercisable, end of period		268,651		$	3.29		349,946		$	2.92		856,000		$	2.18

The following table summarizes information about stock options, restricted stock units and share appreciation rights outstanding as at December 31, 2007:

	Options Outstanding and Exercisable
			Weighted Average
			Remaining
	Number		Contractual Life		Weighted Average
Security	Of Shares		(Years)		Exercise Price
Restricted stock units under LTIP		801,750		3.67		—
Stock options granted during Cable Play Acquisition		268,651		2.86	$	3.29
Share appreciation rights		167,999		3.92	$	2.50
Stock options granted under LTIP		1,138,250		6.67	$	3.25

On April 2, 2007, Laurus exercised its right under the warrant held by it to purchase 1,200,000 shares of 180 Connect (Canada)’s common stock for $17,260, During the second quarter of 2007, one of the holders of the convertible debentures and PIPE Warrants exercised its option to convert in total $2,024,785 of principal under the 9.33% convertible debentures into 510,000 common shares. This decreased convertible debt and embedded derivative liabilities and increased paid-in capital by $2,452,205. In addition, $158,975 of the associated issuance costs were reclassified from other assets to paid-in capital.

On August 24, 2007, the Arrangement was consummated. The Arrangement is accounted for under the reverse acquisition application of the equity recapitalization method of accounting in accordance with GAAP.. As a result of the transaction, the Company received $37,933,165 in proceeds net of AVP’s transaction costs related to the Arrangement and incurred $6,976,440 in issuance costs attributed to equity. The acquisition of the net assets of AVP reduced paid-in capital by $7,099,514 primarily for the net

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

fair value of derivative financial instruments associated with the public warrants that existed before the Arrangement of which $7,516,810 was subsequently reclassified as paid-in capital (Note 14).

In 2007, the Company re-purchased 500,000 shares of common stock resulting in a charge to equity of $224,019 (Note 14), issued a total of 850,000 warrants to Laurus for $2,803,296 (Note 12) and 356,952 warrants to Magnetar for $800,000 (Note 13).

For the year ended December 31, 2007, the Company recorded a $250,007 reduction to equity as foreign currency translation adjustment related to one of the Company’s Canadian subsidiaries.

17.   RELATED-PARTY TRANSACTIONS

During the second quarter of 2006, 180 Connect (Canada) entered into a one-year agreement with a then member of its Board of Directors for professional services to be provided in connection with 180 Connect (Canada)’s long-term debt refinancing and strategic alternatives process. The agreement provided for maximum base compensation of $300,000. During 2006, in addition to base salary payments, the director earned and was paid $240,000 in connection with 180 Connect (Canada)’s debt refinancing and a $210,000 discretionary bonus, of which $60,000 was paid in 2006, $150,000 was paid in the first quarter of 2007; and $185,000 was paid in the third quarter of 2007.

18.   RESTRUCTURING COSTS

Restructuring costs and remaining reserve as at December 31, 2007, consist of the following:

	Reserve		Restructuring				Reserve
	December 31,		Costs Incurred in		Paid During		December 31,
	2006		2007		2007		2007
Rent	$	—	$	275,000	$	228,125	$	46,875
Moving expenses		500		—		500		—
Other		6,325		—		6,325		—
Total restructuring	$	6,825	$	275,000	$	234,950	$	46,875

In the first quarter of 2007, there was a $0.3 million charge for additional costs associated with completion of the 180 Connect (Canada)’s relocation of its back office operations and corporate offices to Denver related to a partial lease termination.

Restructuring costs and remaining reserve as of December 31, 2006, consist of the following:

	Reserve		Restructuring				Reserve
	December 31,		Costs Incurred in		Paid During		December 31,
	2005		2006		2006		2006
Severance	$	549,987	$	560,173	$	1,110,160	$	—
Moving expenses		—		185,261		184,761		500
Rent expense		27,450		—		27,450		—
Other		—		147,254		140,929		6,325
Total restructuring	$	577,437	$	892,688	$	1,463,300	$	6,825

In 2006, there was an additional charge of $0.9 million for employee severance and related costs associated with the 180 Connect (Canada)’s relocation of its back office operations and corporate offices to Denver.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

Restructuring costs and remaining reserve as of December 31, 2005 consist of the following:

	Reserve		Restructuring				Reserve
	December 31,		Costs Incurred in		Paid During		December 31,
	2004		2005		2005		2005
Severance	$	—	$	1,439,339	$	889,352	$	549,987
Moving expenses		—		136,341		136,341		—
Rent expense		—		32,805		5,355		27,450
Other		—		64,000		64,000		—
Total restructuring	$	—	$	1,672,485	$	1,095,048	$	577,437

In 2005, there was a charge of $1.7 million for employee severance and related costs associated with the 180 Connect (Canada)’s relocation of its back office operations and corporate offices to Denver. Employee severance as $1.4 million and employee moving and other expenses were $0.3 million.

19.   INCOME TAXES

The income tax expense (benefit) differs from the amount computed by applying various statutory tax rates to loss from continuing operations before income taxes due to the following:

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2007			2006			2005
Tax benefit on loss from continuing operations at the U.S. statutory rate of 35% for 2007, Canadian statutory rate for of 32.5% for 2006 and 33.75% for 2005	$	(7,716,351	)	$	(3,348,630	)	$	(2,484,253	)
State tax expense/(benefit)		298,493			—			—
Nondeductible items		121,996			518,086			523,246
Foreign rate differences		(1,148,240	)		(1,080,076	)		(688,308	)
Nontaxable portion of gain from sale of investment or loss from discontinued operations		(2,039,073	)		(216,877	)		(1,100,588	)
Deferred tax asset valuation allowance		11,441,917			2,624,226			1,748,176
FIN 48 liability		191,580			—			—
Other		(293,746	)		—			—
Total Income tax expense/ (benefit)	$	856,576		$	(1,503,271	)	$	(2,001,727	)
Allocation of income tax expense /(benefit):
Current income tax expense/ (benefit)	$	664,997		$	57,760		$	(509,786	)
Deferred income tax expense/ (benefit)		191,579			(1,561,031	)		(1,491,941	)
Income tax expense/ (benefit)	$	856,576		$	(1,503,271	)	$	(2,001,727	)

As the Company’s ownership changed from Canadian to U.S. in August 2007, the statutory rate for the U.S. has been considered in calculating the tax expense/ (benefit) as above. The effective tax rate was 3.89% for the year ended December 31, 2007, (14.55%) for the year ended December 31, 2006 and (27.69%) for the year ended December 31, 2005.

The Company recorded a net $0.9 million income tax expense for the year ended December 31, 2007, which includes a current tax expense of $0.3 million for state tax liabilities, $0.4 million for federal taxes

65

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

payable by Mountain Center, Inc. and Wirecomm Systems, Inc. Canada and $0.2 million for FIN 48 liabilities. At this point in time a full valuation allowance has been recorded against the deferred tax assets in Canada and the U.S since these entities do not meet the more likely than not test to recognize a deferred tax asset.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the deferred tax assets and liabilities are as follows:

	December 31,			December 31,
	2007			2006
Deferred tax assets
Loss carryforwards	$	23,779,903		$	19,616,110
Goodwill and customer contracts		10,762,763			6,703,610
Nondeductible reserves		3,776,315			6,737,751
Tax cost of venture investments in excess of carrying value		—			94,517
Undeducted share issuance costs		942,907			754,832
Derivative Financial Instruments		—			2,226,939
Other		35,097			—
Subtotal	$	39,296,985		$	36,133,760
Valuation allowance		(36,557,348	)		(25,115,431	)
Deferred tax assets	$	2,739,637		$	11,018,328
Deferred tax liabilities
Intangibles	$	—		$	6,819,573
Capital assets		2,217,343			2,558,358
Original issue discount interest		522,294			—
Convertible Debenture		—			1,640,397
Deferred tax liabilities	$	2,739,637		$	11,018,328

Due to uncertainty of the Company’s ability to realize the benefit of all of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance.

The Company has net operating losses for U.S. Federal income tax purposes of approximately $61,817,922, which will begin to expire in 2022. The Company’s ability to offset future taxable income with these net operating losses could be significantly impacted by the rules of Internal Revenue Code Section 382, which limits the amount of net operating losses available following a change in ownership. The Company has not completed a study regarding the impact of Section 382 on the Company. Additional limitations on the ability to use these losses to offset future taxable income could result from the Separate Return Loss Year rules of the Internal Revenue Code.

The Company has net operating losses for various state income tax purposes of approximately $42,682,094 which will begin to expire in the year 2013. The Company’s Canadian subsidiaries have net operating losses for Canadian tax purposes of approximately $8,735,565 which will begin to expire in Year 2009. All these net operating losses are subject to valuation allowance.

On January 1, 2007, the Company adopted the provisions of FIN 48. The initial application of FIN 48 to the Company’s tax positions had no material effect on the Company’s shareholders equity and therefore the Company did not record a cumulative effect adjustment related to the adoption of FIN 48. As a result of

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

applying the provisions of FIN 48, the Company recognized an increase of $191,580 in the liability for unrecognized tax benefits, and corresponding charge to Income tax expense.

The following table summarizes the activity related to our unrecognized tax benefits:

Balance as at January 1, 2007	$	—
Increase related to current year tax positions		387,212
Decrease due to change in tax position		(195,632	)
Gross balance as at December 31, 2007	$	191,580

The entire amount of unrecognized tax benefit, if reversed, will reduce the effective tax rate. The Company recorded a liability for potential penalties and interest of $56,142 and $32,733 respectively for the year ended December 31, 2007. The Company does not expect unrecognized tax benefits to change significantly over the next twelve months.

The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. Years 2003 through 2007 generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, years 2003 through 2007 generally remain subject to examination by their respective tax authorities.

The domestic versus foreign component of the Company’ income or (loss) from continuing operations before income taxes for the years ended December 31, 2007, 2006 and 2005, was as follows:

	2007			2006			2005
Domestic	$	(22,781,005	)	$	(8,641,077	)	$	(12,891,701	)
Foreign		734,288			(1,688,232	)		5,661,923
Total	$	(22,046,717	)	$	(10,329,309	)	$	(7,229,778	)

The Company has not provided for U.S. federal income and foreign withholding taxes on undistributed earnings from non-U.S. operations as of December 31, 2007, because the Company intends to reinvest such earnings indefinitely outside of the United States.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

20.   LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share for the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively.

	Year Ended			Year Ended			Year Ended
	December 31, 2007			December 31, 2006			December 31, 2005
Numerator:
Loss from continuing operations	$	(22,903,293	)	$	(8,826,038	)	$	(5,228,051	)
Loss from discontinued operations		(2,039,073	)		(5,762,800	)		(3,288,604	)
Net loss for the period	$	(24,942,366	)	$	(14,588,838	)	$	(8,516,655	)
Denominator:
Denominator for basic income (loss) per share — weighted average number of shares		19,155,718			14,641,010			14,368,864
Denominator for diluted income (loss) per share — adjusted weighted average shares and assumed conversion		19,155,718			14,641,010			14,368,864
Income (loss) per share data:
Basic and diluted from continuing operations	$	(1.20	)	$	(0.60	)	$	(0.36	)
Basic and diluted from discontinued operations	$	(0.10	)	$	(0.40	)	$	(0.23	)
Basic, net	$	(1.30	)	$	(1.00	)	$	(0.59	)

Basic loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted loss per share is derived by using the weighted average number of common shares during the period plus the effect of dilutive stock options and warrants using the treasury stock method. For the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005 respectively, the diluted net loss per share is equivalent to basic net loss per share as the outstanding options, and warrants are anti-dilutive. The share counts discussed above include the exchangeable shares outstanding after consummation of the Arrangement.

The potential dilution of warrants, employee stock options, restricted stock units and share appreciation rights could result in an additional 23.8 million common shares outstanding. The table below shows

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

the number of shares that would be outstanding if all potential dilutive instruments were exercised or converted:

	Number of Shares
Total outstanding shares as of December 31, 2007		25,520,152
Potentially Dilutive Securities
PIPE Warrants		942,060
Laurus Warrants		850,000
Magnetar Warrants		266,393
Employee stock options		1,406,901
Employee restricted stock units		801,750
Share appreciation rights		167,999
Public Warrants and Unit Options		19,350,000
Maximum Potential Diluted Shares Outstanding		49,305,255

21.   (GAIN) LOSS ON SALE OF INVESTMENTS AND ASSETS

(Gain) loss on sale of investments and assets consists of the following:

	Year Ended		Year Ended			Year Ended
	December 31,		December 31,			December 31,
	2007		2006			2005
Gain from investments	$	—	$	(1,320,193	)	$	(6,522,324	)
(Gain) loss on disposal of assets		253,410		297,960			(374,967	)
Refinancing of vehicles under capital lease		461,741		296,147			—
	$	715,151	$	(726,086	)	$	(6,897,291	)

For the year ended December 31, 2007, December 31, 2006 and December 31, 2005, the Company had a loss of $253,410, $297,960 and zero, respectively, on the disposal of leased vehicles.

For the fiscal year ended December 31, 2007, December 31, 2006 and December 31, 2005, the Company had a net loss on refinancing of vehicle capital leases of $461,741, $296,147 and zero, respectively. The refinancing of vehicles under capital leases involved the sale of vehicles under the Company’s capital lease obligations to a new third-party leasing company. The loss on the refinancing of vehicles under capital lease is primarily attributable to the fair value of the asset being less than the undepreciated cost of the vehicles at the time of the transaction.

During the first quarter of 2006, the Company sold its remaining interest in Control F-1 Corporation (“Control F-1”). This resulted in net proceeds of $1,327,693. The investment had been previously written down to zero in 2004 due to prevailing market conditions. However, during the first quarter of 2006, an agreement was reached between us and Computer Associates International, Inc. and Computer Associates Canada Company for the Company’s holding in Control F-1. The Company recognized a pre-tax gain of $1,320,193 on the sale of the investment in the first quarter of 2006.

In 2005, the Company sold the Company’s remaining interest in Guest-Tek Interactive Entertainment Ltd. (“Guest-Tek”) for net cash proceeds of $9.0 million, of which the Company recognized a pre-tax gain on the sale of approximately $6.5 million. During the third quarter of 2005, the Company sold a building in California. In connection with the sale, the Company recognized a gain of $0.3 million.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

22.   OTHER EXPENSE

For the year ended December 31, 2007, the Company had $3.6 million in other expense, primarily attributed to bonuses earned by certain of the Company’s directors and employees as a result of the closing of the Arrangement.

23.   DISCONTINUED OPERATIONS

The Company discontinued operations at certain non-profitable branches during 2007, 2006 and 2005. The revenues and expenses for these locations have been reclassified as discontinued operations for all periods presented on the consolidated financial statements. The Company was able to determine the financial results of the discontinued branches as financial information is available for each branch. The operations and cash flows of the branches have been eliminated from the ongoing operations of the entity as a result of the dissolution of the business and the Company will not have any significant continuing involvement in the operations of the branches after the operations were discontinued.

The Company’s current assets for discontinued operations consisted of accounts receivable of zero, zero and $214,410 for the periods ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively. Accounts payable and accrued liabilities for discontinued operations was approximately zero, $1.0 million and zero for the periods ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively.

Consolidated statements of operations from discontinued operations is as follows:

	Year Ended			Year Ended			Year Ended
	December 31, 2007			December 31, 2006			December 31, 2005
Revenue from discontinued operations	$	1,622,817		$	5,509,336		$	4,123,005
Impairment of goodwill and customer Contracts	$	—		$	490,403		$	305,575
Loss from discontinued operations, net of income taxes of zero	$	(2,039,073	)	$	(5,762,800	)	$	(3,288,604	)
Diluted loss per share from discontinued operations	$	(0.10	)	$	(0.40	)	$	(0.23	)

Throughout all the reportable periods, the Company closed certain branch locations throughout the U.S. As a result of these closings, the Company recognized a loss from discontinued operations excluding any impairment charge of $2,039,073, $5,272,397 and $2,983,029 for the years ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively. The impairment charges reducing goodwill and customer contracts were zero, $490,403 and $305,575 for the years ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively. Revenues applicable to the closed branches were $1,622,817, $5,509,336 and $4,123,005 for the years ended December 31, 2007, December 31, 2006 and December 31, 2005, respectively.

24.   CONTINGENCIES

The Company and the Company’s subsidiaries, Ironwood and Mountain, are party to four class action lawsuits in federal court in Washington, California, and Oregon brought by current and former employees alleging violations of state wage and hour laws and a class action suit alleging violations of state paycheck laws in federal court in California. The Company established a reserve for estimated costs of $2.5 million for the Washington class action, of which $1.5 million was remaining as of December 31, 2007.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

In September 2007, The Company was named as a defendant in a purported class action lawsuit in federal court in Orlando, Florida. The claims relate to alleged violations of the federal Fair Labor Standards Act. The purported class action period relates back to September 2004 and seeks to certify a nationwide class of similarly situated employees.

In October 2007, the Company’s subsidiary, Ironwood, Inc., was named as a defendant in a purported class action lawsuit in state court in Los Angeles, California, brought by current and former employees. The claims relate to alleged violations of California wage and hour laws. The purported class action period allegedly relates back to October 2003, although the class period may be limited to after June 30, 2004, by virtue of settlement of previous wage and hour class action litigation in California.

In December 2006, thirteen technicians (the “Complainants”) employed at the Company’s Farmingdale, New York, location filed harassment, discrimination and retaliation charges against us with the Equal Employment Opportunity Commission (the “EEOC”) alleging that the Company violated Title VII of the Civil Rights Act of 1964. In September 2007, the EEOC issued a probable cause finding with respect to an alleged discriminatory incident, the occurrence of which the Company did not dispute. In the Company’s defense, the Company submitted evidence showing that the Company promptly hired a neutral third party to investigate the complained-of incident, that the incident was not racially motivated and that notwithstanding the investigator’s findings, the Company promptly discharged the employee responsible for the incident. Notwithstanding, the EEOC made a per se finding holding the Company responsible for the conduct of the employee responsible for committing the complained-of incident and concluded that the Company engaged in unlawful discriminatory practices. The EEOC determined that all other complaints of discrimination, harassment and retaliation, including any discriminatory employment practices, were unfounded and, thus, dismissed. Thereafter, in December 2007, after failure to reach a settlement, the Complainants filed a federal lawsuit against the Company in connection with their claims to the EEOC. The complaint purports to bring claims under Title VII, the Civil Rights Act of 1871, the 1991 Civil Rights Act, and the New York State Executive Law Section 290. In January 2008, the Company filed an answer to the complaint denying each of the Complainants allegations.

The Company intends to vigorously contest each of these claims. Other than with respect to the Washington class action, no reserves have been recorded for these cases as the Company is unable to estimate the amounts of probable and reasonably estimable losses.

In addition to the foregoing, the Company is subject to a number of individual employment-related lawsuits. No reserve has been recorded for these cases as the Company is unable to estimate the amount of probable and reasonably estimable losses. These lawsuits are not expected to have a material impact on the Company’s results of operations, financial position or liquidity.

25.   COMPARATIVE CONSOLIDATED FINANCIAL STATEMENTS

Certain amounts in the comparative consolidated financial statements have been reclassified from statements previously presented to conform to the presentation of the 2007 consolidated financial statements, including amounts reclassified related to discontinued operations and the reclassification of the Revolver portion of long-term debt to current (Note 12).

26.   SEGMENT INFORMATION

We provide installation, integration and fulfillment services to the home entertainment, communications and home integration service industries. As such the revenue derived from this business is part of an integrated service offering provided to the Company’s customers and thus is reported as one operating segment.

71

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

The Company’s operations are located in the United States and Canada. Revenue is attributed to geographical segments based on the location of the customers.

The following table sets out property, plant and equipment, goodwill and customer contracts from continuing operations by country as at December 31, 2007 and December 31, 2006, and revenue from continuing operations for the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005.

Geographic information

	December 31,		December 31,
	2007		2006
Property plant and equipment, goodwill and customer contracts, net
Canada	$	1,441,250	$	1,468,494
United States		65,891,480		69,521,875
Total	$	67,332,730	$	70,990,369

	Year Ended		Year Ended		Year Ended
	December 31,		December 31,		December 31,
	2007		2006		2005
Revenue
Canada	$	14,703,141	$	9,161,281	$	6,737,941
United States		365,064,738		322,013,960		271,902,576
Total	$	379,767,879	$	331,175,241	$	278,640,517

For the fiscal years ended December 31, 2007, December 31, 2006 and December 31, 2005, one customer, DIRECTV, accounted for approximately 84%, 84% and 86% of consolidated revenues, respectively. This customer accounted for 78%, 76% and 89% of consolidated accounts receivable at December 31, 2007, December 31, 2006, and December 31, 2005, respectively.

The Company is economically dependent on DIRECTV and the loss of DIRECTV as a customer would have a material adverse effect on the Company’s results of operations and financial condition.

27.   SELECTED CONSOLIDATED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following tables set forth the Company’s selected unaudited consolidated financial information for each of the four quarters in the years ended December 31, 2007 and December 31, 2006. In the opinion of management, this information has been prepared on the same basis as the audited consolidated financial statements and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the unaudited quarterly results when read in conjunction with the Company’s audited consolidated financial statements and the notes to those statements. The amounts presented below have been reclassified to reflect the adjustments associated with

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

the Company’s discontinued operations and certain inventory adjustments. The operating results for any quarter should not be relied upon as any indication of results for any future period.

For the Year 2007

	QTR 1			QTR 2			QTR 3			QTR 4			2007
Revenue	$	91,569,789		$	86,811,664		$	101,819,731		$	99,566,695		$	379,767,879
Direct expenses		82,942,171			78,420,072			89,111,547			90,634,984			341,108,774
Direct contribution margin(1)		8,627,618			8,391,592			12,708,184			8,931,711			38,659,105
General and administrative(2)		5,037,953			4,709,882			4,281,328			5,194,683			19,223,846
Foreign exchange loss (gain)		11,138			(51,820	)		(72,760	)		(10,887	)		(124,329	)
Restructuring costs		275,000			—			—			—			275,000
Depreciation		2,716,533			2,758,895			3,048,805			3,537,625			12,061,858
Amortization of customer contracts		920,376			920,370			920,376			920,377			3,681,499
Interest and loan fees		2,976,134			3,234,758			7,800,981			2,260,520			16,272,393
(Gain) loss on sale of investments and assets		71,778			427,442			(7,336	)		223,267			715,151
(Gain) loss on change in fair value of derivative liabilities		2,786,391			1,903,270			887,062			(555,778	)		5,020,945
Other (income) expense		—			—			4,379,459			(800,000	)		3,579,459
Loss from continuing operations before income tax		(6,167,685	)		(5,511,205	)		(8,529,731	)		(1,838,096	)		(22,046,717	)
Income tax expense		74,000			178,444			130,583			473,549			856,576
Loss from continuing operations		(6,241,685	)		(5,689,649	)		(8,660,314	)		(2,311,645	)		(22,903,293	)
Gain (loss) from discontinued operations		252,618			37,706			(15,648	)		(2,313,749	)		(2,039,073	)
Net loss for the period	$	(5,989,067	)	$	(5,651,943	)	$	(8,675,962	)	$	(4,625,394	)	$	(24,942,366	)
Net loss per share from continuing operations:(3)
Basic and diluted	$	(0.42	)	$	(0.35	)	$	(0.43	)	$	(0.09	)	$	(1.20	)
Net loss per share:(3)
Basic and diluted	$	(0.41	)	$	(0.35	)	$	(0.43	)	$	(0.18	)	$	(1.30	)

(1)	DCM consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange (gain) loss, restructuring costs, stock-based compensation, (gain) loss on sale of investments and assets, depreciation, amortization of customer contracts, interest and loan fees, (gain) loss on change in fair market value of derivative liabilities, other expense, and income tax expense. DCM is a non-GAAP measure. See “Non-GAAP Measures”. The comparative GAAP measure is loss from continuing operations. See “Non GAAP Measures”.
(2)	General and administrative includes stock-based compensation of $0, $0, $227,019, $633,016 for the three months ended March 31, 2007, June 30, 2007, September 30, 2007 and December 31, 2007, respectively, and $860,035 for the year ended December 31, 2007.
(3)	Net loss per share is computed independently for each of the quarters presented and the summation of quarterly amounts does not necessarily equal the total net loss per share reported for the year.

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180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

For the Year 2006

	QTR 1			QTR 2			QTR 3			QTR 4			2006
Revenue	$	73,290,601		$	74,822,784		$	88,831,021		$	94,230,835		$	331,175,241
Direct expenses		68,602,789			67,581,220			77,769,243			83,120,611			297,073,863
Direct contribution margin(1)		4,687,812			7,241,564			11,061,778			11,110,224			34,101,378
General and administrative(2)		4,262,715			5,049,115			4,712,862			5,650,805			19,675,497
Foreign exchange loss (gain)		13,805			(10,303	)		(469	)		27,328			30,361
Restructuring costs		392,879			—			—			499,809			892,688
Depreciation		3,186,359			3,355,460			3,397,032			3,460,136			13,398,987
Amortization of customer contracts		920,376			939,077			929,727			923,493			3,712,673
Interest and loan fees		1,775,580			2,251,375			2,898,538			3,118,011			10,043,504
Gain on extinguishment of debt		—			—			(1,233,001	)		—			(1,233,001	)
(Gain) loss on sale of investments and assets		(1,336,454	)		86,291			135,696			388,381			(726,086	)
(Gain) loss on change in fair value of derivative liabilities		(886,393	)		2,051,968			(4,599,330	)		2,069,819			(1,363,936	)
Gain (loss) from continuing operations before income tax		(3,641,055	)		(6,481,419	)		4,820,723			(5,027,558	)		(10,329,309	)
Income tax expense (benefit)		72,800			(34,000	)		(96,965	)		(1,445,106	)		(1,503,271	)
Gain (loss) from continuing operations		(3,713,855	)		(6,447,419	)		4,917,688			(3,582,452	)		(8,826,038	)
Loss from discontinued operations		(610,825	)		(735,725	)		(439,551	)		(3,976,699	)		(5,762,800	)
Net loss for the period	$	(4,324,680	)	$	(7,183,144	)	$	4,478,137		$	(7,559,151	)	$	(14,588,838	)
Net income (loss) per share from continuing operations:(3)
Basic	$	(0.26	)	$	(0.44	)	$	0.33		$	(0.24	)	$	(0.60	)
Diluted	$	(0.26	)	$	(0.44	)	$	0.32		$	(0.24	)	$	(0.60	)
Net income (loss) per share:(3)
Basic	$	(0.30	)	$	(0.49	)	$	0.30		$	(0.51	)	$	(1.00	)
Diluted	$	(0.30	)	$	(0.49	)	$	0.29		$	(0.51	)	$	(1.00	)

(1)	DCM consists of revenue less direct expenses and excludes general and administrative expense, foreign exchange (gain) loss, restructuring costs, non-cash stock-based compensation, (gain) loss on sale of investments and assets, depreciation, amortization of customer contracts, interest and loan fees, (gain) loss on fair market value of derivatives, gain on extinguishment of debt, and income tax expense (benefit). DCM is a non-GAAP measure. See “Non-GAAP Measures”. The comparative GAAP measure is loss from continuing operations.
(2)	General and administrative includes stock-based compensation of $91,214, $0, $0, $0 for the three months ended March 31, 2006, June 30, 2006, September 30, 2006 and December 31, 2006, respectively, and $91,214 for the year ended December 31, 2006.
(3)	Net income (loss) per share is computed independently for each of the quarters presented and the summation of quarterly amounts does not necessarily equal the total net loss per share reported for the year.

Interest and loan fees in the third quarter of 2007 include a $1.4 million commitment fee and a $0.2 million management fee paid to Laurus for an amendment to secure additional financing to fund working capital prior to the consummation of the Arrangement. The third quarter of 2007, also includes

74

180 Connect Inc.

Notes to Consolidated Financial Statements — (Continued)

approximately $2.8 million of interest and loan fees related to the issuance and re-pricing of warrants to Laurus.

Other expenses in the third quarter of 2007 included $3.6 million earned by certain of the Company’s directors and employees as a result of the closing of the Arrangement and $0.8 million related to Magnetar’s support of the Arrangement, this $0.8 million was reclassified as interest and loan cost in the fourth quarter of 2007 when the Company issued warrants in lieu of cash.

Direct expenses for the first quarter of 2006 is approximately $1.1 million of excess material costs resulting partially from inventory write-offs and from the usage of more expensive equipment in the installation process which was not reimbursed by DIRECTV.

In the first quarter of 2006, the Company recognized a gain on investments of $1.3 million related to the sale of its remaining interest in Control F-1 (Note 21). The investment had been written down to zero in the fourth quarter of 2004, due to prevailing market conditions.

28.   SUBSEQUENT EVENTS

On February 20, 2008, the Company’s Board of Directors received an unsolicited proposal from Creative Vistas, Inc. to acquire all of the Company’s outstanding capital stock for $3.00 per share payable one-half in cash and one-half in Creative Vistas, Inc. common stock. The Company’s Board of Directors is evaluating the proposal. There can be no assurance that this evaluation will lead to any transaction.

Subsequent to December 31, 2007, the Company’s Board of Directors appointed a Special Committee comprised of independent directors of the Board, with a mandate to consider and review strategic alternatives for the Company, including transaction proposals that have been or may be received from time to time. The Special Committee has retained investment bankers to assist in this process and is considering a number of alternatives to improve shareholder value. The Board of Directors has not set any deadline for completing the review of its strategic options and may ultimately determine that its current business plan is the best means to build and deliver shareholder value.

On March 19, 2008, as a result of the reduction in the Company’s insurance obligations, the Company negotiated a reduction in the Company’s LOC requirement by approximately $2.0 million.

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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Years ended December 31, 2007, 2006 and 2005

Column A	Column B		Column C		Column D			Column E
			Additions
	Balance at		charged to
	beginning		costs and					Balance at
	of year		expenses		Deductions			end of year
Allowance for Doubtful Accounts
2005	$	1,883,746	$	3,649,981	$	(4,366,417	)(a)	$	1,167,310
2006		1,167,310		5,029,188		(3,689,861	)(a)		2,506,637
2007		2,506,637		5,671,702		(4,428,139	)(a)		3,750,200
Valuation Allowance for Deferred Tax Assets:
2005	$	17,887,000	$	4,206,355	$	—		$	22,093,355
2006		22,093,355		3,022,076		—			25,115,431
2007		25,115,431		11,441,917		—			36,557,348

(a) Deductions represent receivables that were charged off to the allowance during the year.

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Item 9.   Changes In and Disagreements With Accountants and Accounting and Financial Disclosures

There have been no changes in or disagreements with accountants on accounting and financial disclosures within the meaning of Item 304 of Regulation S-K.

Item 9A(T).   Controls and Procedures

Disclosure Controls and Procedures

Our management carried out an evaluation, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2007. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of such date because of the existence of a material weakness in our internal control over financial reporting related to the proper classification of our debt, as described below.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining a system of internal control over financial reporting as defined in Rule 13a-15(f) and 15(d)-15(e) under the Exchange Act. Our system of internal control is designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statement are reasonable. There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute assurance, with respect to reporting financial information. Further, because of changes in conditions, effectiveness of internal control over financial reporting may vary over time.

A material weakness (within the meaning of the PCAOB Auditing Standard No. 5) is a control deficiency or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in, Internal Control-Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. This assessment identified a material weakness in our internal control over financial reporting related to the lack of appropriate review in determining the proper classification of our debt. Specifically, we failed to identify and properly apply the requirements of Emerging Issues Task Force Issue No. 95-22, “Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements that Include Both a Subjective Acceleration Clause and a Lock-Box Arrangement” (“EITF 95-22”). Based on this assessment, management concluded that our internal control over financial reporting was ineffective as December 31, 2007.

This annual report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Remediation Plan Related to 2007 10-K Material Weakness

We have enhanced our technical review process to ensure that we identify all applicable accounting pronouncements and reflect their guidance in our financial statements.

77

Change in Internal Control over Financial Reporting

Other than as noted above, there were no changes in our internal controls during the year ended December 31, 2007, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Part III

Item 10.   Directors, Executive Officers and Corporate Governance

Information concerning our directors, executive officers and corporate governance will be filed on an amendment to this Form 10-K not later than 120 days after the end of our fiscal year.

Item 11.   Executive Compensation

The information required by Item 402 of Regulation S-K regarding executive compensation will be filed on an amendment to this Form 10-K not later than 120 days after the end of our fiscal year.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Information concerning the ownership of certain of the Company’s beneficial owners and management and related stockholder matters will be filed on an amendment to this Form 10-K not later than 120 days after the end of our fiscal year.

Item 13.   Certain Relationships and Related Transactions, and Director Independence

Information concerning relationships and related transactions will be filed on an amendment to this Form 10-K not later than 120 days after the end of our fiscal year.

Item 14.   Principal Accountant Fees and Services

Information concerning principal accountant fees and services will be filed on an amendment to this Form 10-K not later than 120 days after the end of our fiscal year.

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Part IV

Item 15.   Exhibits and Financial Statement Schedules

The following documents are filed as part of this Report:

1.   Financial Statements.  The following consolidated financial statements of 180 Connect Inc. and subsidiaries are included in Item 8:

Consolidated Balance Sheets as of December 31, 2007 and 2006

Consolidated Statements of Operations for the Years Ended December 31, 2007, 2006 and 2005

Consolidated Statements of Shareholders’ Equity and Comprehensive Loss for the Years Ended December 31, 2007, 2006 and 2005

Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2006 and 2005

Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms

2.	Financial Statement Schedules.  The following consolidated financial statement schedule of 180 Connect Inc. is included in Item 8: Schedule II — Valuation and Qualifying Accounts
3.	Exhibits.  The Exhibits on the accompanying Index to Exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

180 CONNECT INC.

By:  /s/  Peter Giacalone

Peter Giacalone

Chief Executive Officer and Director

Date: March 31, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Peter Giacalone Peter Giacalone	Chief Executive Officer and Director	March 31, 2008
/s/  M. Brian McCarthy M. Brian McCarthy	Chairman of the Board of Directors	March 31, 2008
/s/  David Hallmen David Hallmen	Director	March 31,2008
/s/  Byron Osing Byron Osing	Director	March 31, 2008
/s/  Jiri Modry Jiri Modry	Director	March 31, 2008
/s/  Howard S. Balter Howard S. Balter	Director	March 31, 2008
/s/  Ilan Slasky Ilan Slasky	Director	March 31, 2008
/s/  Lawrence Askowitz Lawrence Askowitz	Director	March 31, 2008
/s/  Thomas Calo Thomas Calo	Director	March 31, 2008

80

EXHIBIT INDEX

Exhibit
Number
	2	.1	Arrangement Agreement, dated March 13, 2007, by and among 180 Connect Exchangeco Inc. (formerly 6732097 Canada Inc.), Ad.Venture Partners, Inc. and 180 Connect Inc. (a Canadian corporation)(1)
	2	.2	Plan of Arrangement, dated March 13, 2007, by and among 180 Connect Exchangeco Inc. (formerly 6732097 Canada Inc.), Ad.Venture Partners, Inc. and 180 Connect Inc. (a Canadian corporation)(1)
	2	.3	Amendment No. 1, dated as of July 2, 2007, to the Arrangement Agreement, dated March 13, 2007, by and among 180 Connect Exchangeco Inc. (formerly 6732097 Canada Inc.), Ad.Venture Partners, Inc. and 180 Connect Inc. (a Canadian corporation)(3)
	2	.4	Amendment No. 2, dated as of August 6, 2007, to the Arrangement Agreement, dated March 13, 2007, by and among 180 Connect Exchangeco Inc. (formerly 6732097 Canada Inc.), Ad.Venture Partners, Inc. and 180 Connect Inc. (a Canadian corporation)(3)
	2	.5	Voting and Exchange Trust Agreement, dated as of March 13, 2007, by and among 180 Connect Exchangeco Inc. (formerly 6732097 Canada Inc.), Ad.Venture Partners, Inc. and Valiant Trust Company(1)
	2	.6	Support Agreement, dated as of March 13, 2007, by and among Ad.Venture Partners, Inc., 1305699 Alberta ULC and 6732097 Canada Inc.(1)
	3	.1	Amended and Restated Certificate of Incorporation of 180 Connect Inc.(2)
	3	.2	By-laws of 180 Connect Inc.(2)
	4	.1	Specimen Unit Certificate(2)
	4	.2	Specimen Common Stock Certificate(2)
	4	.3	Specimen Warrant Certificate(2)
	4	.4	Warrant Agreement by and among Continental Stock Transfer & Trust Company and Ad.Venture Partners, Inc.(2)
	4	.5	Form of Unit Purchase Option granted to Wedbush Morgan Securities Inc.(2)
	9	.1	Form of Voting Agreement entered into as of March 13, 2007 by and between Ad.Venture Partners, Inc. and each of Messrs. Giacalone, Hallmen, McCarthy, Osing, Roszak and Simunovic(1)
	9	.2	Form of Parent Voting Agreement entered into as of March 13, 2007 by and between 180 Connect Inc. (a Canadian corporation) and each of Messrs. Balter, Slasky, Askowitz and Kalish(1)
	10	.1	Letter Agreement, dated as of April 12, 2005, by and between Howard S. Balter and Ad.Venture Partners, Inc.(2)
	10	.2	Letter Agreement, dated as of April 12, 2005, by and between Ilan M. Slasky and Ad.Venture Partners, Inc.(2)
	10	.3	Letter agreement between Wedbush Morgan Securities Inc. and Howard S. Balter(2)
	10	.4	Letter Agreement between Wedbush Morgan Securities Inc. and Ilan M. Slasky(2)
	10	.5	Warrant Purchase Agreement among Wedbush Morgan Securities, Inc. and each of Howard S. Balter and Ilan M. Slasky(2)
	10	.6	Form of Affiliate Agreement entered into as of March 13, 2007 by each of Messrs. Giacalone, Hallmen, McCarthy, Osing, Roszak and Simunovic in favor and for the benefit of Ad.Venture Partners, Inc.(1)
	10	.7	Securities Purchase Agreement, dated March 21, 2006, by and among 180 Connect Inc. (a Canadian corporation) and Midsummer Investment Ltd., Radcliffe SPC, Ltd., and CAMOFI Master LDC(3)
	10	.8	Registration Rights Agreement, dated March 21, 2006, by and among 180 Connect Inc. (a Canadian corporation) and Midsummer Investment Ltd., Radcliffe SPC, Ltd., and CAMOFI Master LDC(3)

81

Exhibit
Number
	10	.9	Replacement Common Stock Purchase Warrant, dated August 24, 2007, issued to Midsummer Investment Ltd. to purchase 528,948 shares of common stock of the Company(4)
	10	.10	Replacement Common Stock Purchase Warrant, dated August 24, 2007, issued to Radcliffe SPC, Ltd. to purchase 206,556 shares of common stock of the Company(4)
	10	.11	Replacement Common Stock Purchase Warrant, dated August 24, 2007, issued to CAMOFI Master LDC to purchase 206,556 shares of common stock of the Company(4)
	10	.12	Replacement 9.33% Convertible Debenture, dated August 24, 2007, issued to Midsummer Investment Ltd. by the Company in the amount of $3,975,248.48(4)
	10	.13	Replacement 9.33% Convertible Debenture, dated August 24, 2007, issued to Radcliffe SPC, Ltd. by the Company in the amount of $2,343,033.56(4)
	10	.14	Replacement 9.33% Convertible Debenture, dated August 24, 2007, issued to CAMOFI Master LDC by the Company in the amount of $2,343,033.56(4)
	10	.15	Amended and Restated Registration Rights Agreement, dated as of August 24, 2007, by and among 180 Connect, Inc. and each of the Insiders listed therein(4)
	10	.16	Security and Purchase Agreement, dated July 31, 2006, by and among Laurus Master Fund, Ltd., 180 Connect Inc. (a Nevada corporation), Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc. and Queens Cable Contractors, Inc.(3)
	10	.17	Secured Non-Convertible Revolving Note, dated July 31, 2006, in the principal amount of $37,000,000, by and among 180 Connect Inc. (a Nevada corporation), Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc. and Queens Cable Contractors, Inc.(3)
	10	.18	Secured Non-Convertible Revolving Term Note, dated July 31, 2006, in the principal amount of $20,000,000, by and among 180 Connect Inc. (a Nevada corporation), Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc. and Queens Cable Contractors, Inc.(3)
	10	.19	Overadvance Letter, dated July 31, 2006, by Laurus Master Fund, Ltd., agreed and accepted by 180 Connect Inc. (a Nevada corporation), Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc. and Queens Cable Contractors, Inc.(3)
	10	.20	Canadian Guaranty of 180 Connect Inc. (a Canadian corporation) dated July 31, 2006(3)
	10	.21	Guaranty of Wirecomm America, Inc. dated July 31, 2006(3)
	10	.22	Stock Pledge Agreement, dated July 31, 2006, by and among Laurus Master Fund, Ltd., 180 Connect Inc. (a Nevada corporation) and Wirecomm America, Inc.(3)
	10	.23	Share Pledge Agreement, dated July 31, 2006, by and among Laurus Master Fund, Ltd., 180 Connect Inc. (a Canadian corporation) and Wirecomm Systems Inc.(3)
	10	.24	Master Security Agreement, dated July 31, 2006, by and between Wirecomm Systems Inc. and Laurus Master Fund, Ltd.(3)
	10	.25	Canadian Master Security Agreement, dated July 31, 2006, by and among Wirecomm Systems Inc., 180 Connect Inc. (a Canadian corporation) and Laurus Master Fund, Ltd.(3)
	10	.26	Amended and Restated Secured Non-Convertible Revolving Note, dated July 2, 2007, to the Secured Non-Convertible Revolving Note, dated July 31, 2006, by and among Laurus Master Fund, Ltd., 180 Connect Inc. (a Nevada corporation), Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc. and Queens Cable Contractors, Inc.(3)
	10	.27	Common Stock Purchase Warrant, dated July 31, 2006, issued to Laurus Master Fund, Ltd. to purchase 2,000,000 shares of 180 Connect Inc.’s (a Canadian corporation) common stock(3)

82

Exhibit
Number
	10	.28	Amended and Restated Common Stock Purchase Warrant, dated July 2, 2007, issued to Creative Vistas Inc. to purchase up to 450,000 shares of the Company’s common stock(*)
	10	.29	Amended and Restated Common Stock Purchase Warrant, dated July 2, 2007, issued to Laurus Master Fund, Ltd. to purchase up to 150,000 shares of the Company’s common stock(*)
	10	.30	Amended and Restated Warrant Certificate, dated August 24, 2007, issued to Laurus Master Fund, Ltd. to purchase up to 250,000 shares of the Company’s common stock(*)
	10	.31	Letter Agreement, dated July 2, 2007, by and among 180 Connect Inc. (a Canadian corporation), Howard S. Balter and Ilan M. Slasky(3)
	10	.32	Reaffirmation and Ratification Agreement, dated July 2, 2007, by and among 180 Connect Inc. (a Nevada corporation), Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc. and Queens Cable Contractors, Inc., 180 Connect Inc. (a Canadian corporation), Wirecomm Systems Inc. and Wirecomm America Inc.(3)
	10	.33	Amendment Agreement, dated July 2, 2007, by and among Laurus Master Fund, Ltd., 180 Connect Inc. (a Nevada corporation), Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc. and Queens Cable Contractors, Inc.(3)
	10	.34	Common Stock Purchase Warrant, dated July 2, 2007, by and between Laurus Master Fund, Ltd. and the Company(3)
	10	.35	Tri-Party Letter Agreement, dated July 10, 2007, by and among Laurus Master Fund, Ltd., 180 Connect Inc. (a Canadian corporation), Howard S. Balter and Ilan M. Slasky(3)
	10	.36	Home Services Provider Agreement, dated May 1, 2007, between DirecTV, Inc., a California corporation and 180 Connect Inc.(*)(^)
	10	.37	Home Services Provider Agreement, dated May 1, 2007, between DirecTV, Inc., a California corporation and Mountain Center, Inc.(*)(^)
	10	.38	Form of Stock Appreciation Rights Agreement(3)
	10	.39	Executive Employment Agreement, dated August 1, 2007, by and between Mark Burel and 180 Connect Inc. (a Nevada corporation)(3)
	10	.40	Executive Employment Agreement, dated December 1, 2006, by and between Steven Westberg and 180 Connect Inc. (a Nevada corporation)(3)
	10	.41	Executive Employment Agreement, dated July 1, 2006, by and between Peter Giacalone and 180 Connect Inc. (a Nevada corporation)(3)
	10	.42	Amended Director Employment Agreement, dated September 30, 2006, by and between M. Brian McCarthy and 180 Connect Inc. (a Nevada corporation)(3)
	10	.43	Letter Agreement, dated August 3, 2007, by and between M. Brian McCarthy and 180 Connect Inc. (a Nevada corporation)(3)
	10	.44	Executive Employment Agreement, dated October 17, 2007, by and between Kyle Hall and 180 Connect Inc. (a Nevada corporation(*)
	10	.45	Form of Stock Option Agreement(5)
	10	.46	Form of Restricted Stock Units Agreement(5)
	10	.47	2007 Long-Term Incentive Plan(5)
	10	.48	Warrant to Purchase Common Stock, dated November 9, 2007, issued to Magnetar Capital Master Fund, Ltd. to purchase up to 356,952 shares of the Company’s common stock(*)
	10	.49	Amended and Restated 180 Connect Inc. Equity Plan for Non-Employee Directors(*)
	10	.50	Unit Purchase Option Clarification Agreement, dated as of September 30, 2007, by and between 180 Connect Inc. and Wedbush Morgan Securities Inc.(*)
	10	.51	Warrant Clarification Agreement, dated as of September 30, 2007, by and between 180 Connect Inc. and Continental Stock Transfer & Trust Company(*)

83

Exhibit
Number
	10	.52	Form of Note issued by Ad.Venture Partners, Inc. to each of Howard S. Balter and Ilan M. Slasky(6)
	21	.1	Subsidiaries of 180 Connect Inc.
	23	.1	Consent of Independent Registered Public Accounting Firm(*)
	23	.2	Consent of Independent Registered Public Accounting Firm(*)
	31	.1	Section 302 Certification from Peter Giacalone(*)
	31	.2	Section 302 Certification from Steven Westberg(*)
	32	.1	Section 906 Certification from Peter Giacalone and Steven Westberg(*)

(1)	Incorporated by reference to the Company’s Current Report on Form 8-K (SEC File No. 000-51456) filed with the Commission on March 15, 2007.
(2)	Incorporated by reference to the Company’s Registration Statement on Form S-1 (SEC File No. 333-124141) filed with the Commission on April 18, 2005, as amended on May 27, 2005, July 1, 2005, August 8, 2005, August 17, 2005, and August 24, 2005.
(3)	Incorporated by reference to the Company’s Registration Statement on Form S-4 (Sec File No. 333-142319) filed with the Commission on April 24, 2007, as amended on June 11, 2007, July 11, 2007, July 12, 2007, August 3, 2007 and August 9, 2007.
(4)	Incorporated by reference to the Company’s Current Report on Form 8-K (SEC File No. 001-33670) filed with the Commission on August 30, 2007.
(5)	Incorporated by reference to the Company’s Current Report on Form 8-K (SEC File No. 001-33670) filed with the Commission on September 10, 2007.
(6)	Incorporated by reference to the Company’s Current Report on Form 8-K (SEC File No. 000-51456) filed with the Commission on January 30, 2007.
(*)	Filed herewith
(^)	Certain provisions of this exhibit have been omitted and filed separately with the Commission pursuant to an application for confidential treatment under Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended.

84

EX-10.28

Exhibit 10.28

EXECUTION COPY

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 180 CONNECT INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to Purchase 450,000 Shares of Common Stock of
180 Connect Inc.
(subject to adjustment as provided herein)

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT

No. 002 Issue Date: as of July 2, 2007

     180 Connect Inc., a Delaware corporation (“180 Connect”), hereby certifies that, for value received, CREATIVE VISTAS, INC. or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, on July 2, 2012 (the “Expiration Date”), up to 450,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), at the applicable Exercise Price (as defined below) per share. The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein. The Company (as defined herein) will have no obligation to pay the Holder any cash or other consideration or otherwise “net cash settle” the Warrant. Accordingly, the Warrant may expire or be redeemed unexercised and may be deprived of any value.

     As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

     (a) The term “Company” shall include 180 Connect and any corporation which shall succeed, or assume the obligations of, 180 Connect hereunder.

     (b) The term “Common Stock” includes (i) the issued and outstanding common shares in the capital of the Company and (ii) any other securities into which or for which any of the securities described in the preceding clause (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

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     (c) The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the Holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

     (d) The “Exercise Price” applicable under this Warrant shall be a price of US$0.01 per share.

     (e) The term “Purchase Agreement” means that certain Security and Purchase Agreement dated as of July 31, 2006 between 180 Connect Inc., Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications, Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc., and Queens Cable Contractors, Inc. and the Holder, as such may be amended, supplemented, modified or restated from time to time.

     (f) The term “Exchange Rate” means, in relation to any amount of currency to be converted into US dollars pursuant to this Warrant, the US dollar exchange rate as published in the Wall Street Journal from time to time.

     All other defined terms have the meaning attributed to them in the Purchase Agreement.

     All amounts owing under this Warrant, the Purchase Agreement or any related agreement shall be paid in US dollars. All amounts denominated in other currencies shall be converted in the US dollar equivalent amount in accordance with the Exchange Rate on the relevant date of calculation.

1. Exercise of Warrant.

     1.1 Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

     1.2 Fair Market Value. For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

     (a) If the Company’s Common Stock is traded on a stock exchange, then the volume weighted average of the closing or last sale price reported for the twenty (20) trading days immediately preceding the Determination Date.

     (b) If the Company’s Common Stock is not traded on a stock exchange but is quoted on the NASD OTC Bulletin Board, then the mean of (i) the average of the closing bid price and (ii) the average of the closing ask price, in each case reported for the twenty (20) trading days immediately preceding the Determination Date.

     (c) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided.

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     (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date.

     1.3 Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

     1.4 Limitation on Sale of Common Stock. Holder shall not on or before July 2, 2008 sell any of the Common Stock issuable upon exercise of this Warrant.

2. Procedure for Exercise.

     2.1 Delivery of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the owner of record of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) shall instruct its transfer agent for the Common Stock to issue in the name of and deliver to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise bearing a legend substantially in the form of the legend set forth on the first page of this Warrant, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

     2.2 Exercise. Payment may be made either (i) in cash or by certified or official bank cheque payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by surrender of all or a portion of this Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder in accordance with the terms of this Warrant) and the Holder shall thereupon be entitled to receive

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the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X=Y	x	(A-B)
		A

Where X =	the number of shares of Common Stock to be issued to the Holder
Y =	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)
A =	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
B =	Exercise Price (as adjusted to the date of such calculation)

3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

     3.1 Reorganization, Consolidation, Merger, Etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, the Holder shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

     3.2 Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to be delivered to the holder the stock and other securities and property (including cash, where applicable) receivable by the Holder of the Warrant pursuant to Section 3.1, net of the aggregate Exercise Price.

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     3.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transactions described in this Section 3, then the Company’s securities and property (including cash, where applicable) receivable by the Holders of the Warrant will be delivered to the Holder as contemplated by Section 3.2.

4. Extraordinary Events Regarding Common Stock.

     In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect immediately after the adjustment referred to in the first sentence of this Section 4.

5. Certificate as to Adjustments.

In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) stock, securities and other property to be received or received by holders of Common Stock upon a transaction contemplated by Section 3.1 or a dissolution contemplated by Section 3.2 in the ratio of subdivision or combination contemplated by Section 4 or the number of shares and Common Stock issued as a dividend or distribution as contemplated by Section 4, (a) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (b) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant.

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6. Reservation of Stock, Etc. Issuable on Exercise of Warrant.

The Company is authorized to issue an unlimited number of shares of Common Stock. If after the Closing Date, the Company amends its articles or certificate of incorporation or similar charter document to limit the number of shares of Common Stock that the Company is authorized to issue, it shall at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

7. Assignment; Exchange of Warrant.

Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered Holder hereof (a “Transferor”) in whole or in part. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”), together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws (which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel reasonably acceptable to the Company’s counsel that such transfer is exempt from the prospectus and registration or equivalent requirements of applicable securities laws) and with payment by the Transferor of any applicable transfer taxes, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. Each new Warrant evidencing this Warrant so transferred shall bear a legend substantially in the form of the legend set forth on the first page of this Warrant unless such legend has, by its terms, expired.

8. Replacement of Warrant.

On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9. Maximum Exercise.

Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by the Holder including those issuable upon exercise of convertible securities, warrants or options held by the Holder, would exceed 9.99% of the outstanding shares of Common Stock of the Company at the time of exercise. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Regulation 13d-3 thereunder.

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10. Transfer on the Company’s Books.

Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

11. Notices, Etc.

     All notices and other communications from the Company to the Holder of this Warrant shall be personally delivered, sent by confirmed telex or facsimile or delivered by nationally recognized overnight courier at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished an address to the Company.

12. Miscellaneous.

     This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought and, if registered, with the approval of the stock exchange on which the Common Stock is listed for trading. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought concerning the transactions contemplated by this Warrant may be brought in the state courts of New York or in the federal courts located in the state of New York. The individuals executing this Warrant on behalf of the Company agree to submit to the non-exclusive jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enter a judgment or other court ruling in favour of the Holder. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favour any party against the other party.

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13. Rights of the Holder

     Prior to the exercise of this Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions or to receive any notice of meeting of shareholders or any notice of any proceedings of the Company except as may be specifically provided for herein.

14. Amendment and Restatement

     This Amended and Restated Common Stock Purchase Warrant amends and restates in its entirety, and is given in substitution for and not in satisfaction of, that certain Common Stock Purchase Warrant No. 002, dated July 2, 2007 issued by the Company in favor of Laurus Master Fund, Ltd.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS.]

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     IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

180 Connect Inc., a Delaware corporation
By:
	Name:
	Title:

By:
	Name:
	Title:

Common Stock Purchase Warrant Signature Page

9

EXHIBIT A

FORM OF SUBSCRIPTION
(To Be Signed Only On Exercise Of Warrant)

TO:     180 Connect Inc.

           Attention:     Chief Financial Officer

          The undersigned, pursuant to the provisions set forth in the attached Warrant (No.___), hereby irrevocably elects to purchase (check applicable box):

_________	_________shares of the Common Stock covered by such Warrant; or
_________	the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

     The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is US$______. Such payment takes the form of (check applicable box or boxes):

_________	US$______in lawful money of the United States; and/or
_________	the cancellation of such portion of the attached Warrant as is exercisable for a total of _________shares of Common Stock (using a Fair Market Value of US$  per share for purposes of this calculation); and/or
_________	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.

     The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _________whose address is _________.

     The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made in reliance upon available exemptions from the prospectus and registration or equivalent requirements of applicable securities legislation.

Dated:
	(Signature must conform to name of Holder as specified on the face of the Warrant)
	Address:

A-1

EXHIBIT B

FORM OF TRANSFEROR ENDORSEMENT
(To Be Signed Only On Transfer Of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of 180 Connect Inc. into which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of 180 Connect Inc. with full power of substitution in the premises.

		Percentage	Number
Transferees	Address	Transferred	Transferred

Dated:
	(Signature must conform to name of Holder as specified on the face of the Warrant)
	Address:
	SIGNED IN THE PRESENCE OF:
		(Name)
ACCEPTED AND AGREED:
[TRANSFEREE]
(Name)

B-1

EX-10.29

Exhibit 10.29

EXECUTION COPY

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 180 CONNECT INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

Right to Purchase 150,000 Shares of Common Stock of
180 Connect Inc.
(subject to adjustment as provided herein)

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT

No. 002 Issue Date: as of July 2, 2007

     180 Connect Inc., a Delaware corporation (“180 Connect”), hereby certifies that, for value received, LAURUS MASTER FUND, LTD. or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, on July 2, 2012 (the “Expiration Date”), up to 150,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), at the applicable Exercise Price (as defined below) per share. The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein. The Company (as defined herein) will have no obligation to pay the Holder any cash or other consideration or otherwise “net cash settle” the Warrant. Accordingly, the Warrant may expire or be redeemed unexercised and may be deprived of any value.

     As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

     (a) The term “Company” shall include 180 Connect and any corporation which shall succeed, or assume the obligations of, 180 Connect hereunder.

     (b) The term “Common Stock” includes (i) the issued and outstanding common shares in the capital of the Company and (ii) any other securities into which or for which any of the securities described in the preceding clause (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

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     (c) The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the Holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

     (d) The “Exercise Price” applicable under this Warrant shall be a price of US$3.00 per share.

     (e) The term “Purchase Agreement” means that certain Security and Purchase Agreement dated as of July 31, 2006 between 180 Connect Inc., Mountain Center, Inc., JJ&V Communications, Inc., Tumbleweed HS Inc., Piedmont Telecommunications, Inc., 180 Digital Interiors, Inc., HD Complete, Inc., Ironwood Communications Inc., and Queens Cable Contractors, Inc. and the Holder, as such may be amended, supplemented, modified or restated from time to time.

     (f) The term “Exchange Rate” means, in relation to any amount of currency to be converted into US dollars pursuant to this Warrant, the US dollar exchange rate as published in the Wall Street Journal from time to time.

     All other defined terms have the meaning attributed to them in the Purchase Agreement.

     All amounts owing under this Warrant, the Purchase Agreement or any related agreement shall be paid in US dollars. All amounts denominated in other currencies shall be converted in the US dollar equivalent amount in accordance with the Exchange Rate on the relevant date of calculation.

     1. Exercise of Warrant.

     1.1 Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

     1.2 Fair Market Value. For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:

     (a) If the Company’s Common Stock is traded on a stock exchange, then the volume weighted average of the closing or last sale price reported for the twenty (20) trading days immediately preceding the Determination Date.

     (b) If the Company’s Common Stock is not traded on a stock exchange but is quoted on the NASD OTC Bulletin Board, then the mean of (i) the average of the closing bid price and (ii) the average of the closing ask price, in each case reported for the twenty (20) trading days immediately preceding the Determination Date.

     (c) Except as provided in clause (d) below, if the Company’s Common Stock is not publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association before a single arbitrator to be chosen from a panel of persons qualified by education and training to pass on the matter to be decided.

2

     (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation, dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination Date.

     1.3 Company Acknowledgment. The Company will, at the time of the exercise of the Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant. If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

     1.4 Limitation on Sale of Common Stock. Holder shall not on or before July 2, 2008 sell any of the Common Stock issuable upon exercise of this Warrant.

2. Procedure for Exercise.

     2.1 Delivery of Stock Certificates, Etc., on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the owner of record of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) shall instruct its transfer agent for the Common Stock to issue in the name of and deliver to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and non-assessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise bearing a legend substantially in the form of the legend set forth on the first page of this Warrant, plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

     2.2 Exercise. Payment may be made either (i) in cash or by certified or official bank cheque payable to the order of the Company equal to the applicable aggregate Exercise Price, (ii) by surrender of all or a portion of this Warrant in accordance with the formula set forth below in this Section 2.2, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder in accordance with the terms of this Warrant) and the Holder shall thereupon be entitled to receive

3

the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

X=Y x (A-B)
   A

Where X =	the number of shares of Common Stock to be issued to the Holder
Y =	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such calculation)
A =	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
B =	Exercise Price (as adjusted to the date of such calculation)

3. Effect of Reorganization, Etc.; Adjustment of Exercise Price.

     3.1 Reorganization, Consolidation, Merger, Etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, the Holder shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

     3.2 Dissolution. In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to be delivered to the holder the stock and other securities and property (including cash, where applicable) receivable by the Holder of the Warrant pursuant to Section 3.1, net of the aggregate Exercise Price.

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     3.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transactions described in this Section 3, then the Company’s securities and property (including cash, where applicable) receivable by the Holders of the Warrant will be delivered to the Holder as contemplated by Section 3.2.

4. Extraordinary Events Regarding Common Stock.

     In the event that the Company shall (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect. The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. The number of shares of Common Stock that the Holder of this Warrant shall thereafter, on the exercise hereof as provided in Section 1, be entitled to receive shall be adjusted to a number determined by multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4) be issuable on such exercise by a fraction of which (a) the numerator is the Exercise Price that would otherwise (but for the provisions of this Section 4) be in effect, and (b) the denominator is the Exercise Price in effect immediately after the adjustment referred to in the first sentence of this Section 4.

5. Certificate as to Adjustments.

In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) stock, securities and other property to be received or received by holders of Common Stock upon a transaction contemplated by Section 3.1 or a dissolution contemplated by Section 3.2 in the ratio of subdivision or combination contemplated by Section 4 or the number of shares and Common Stock issued as a dividend or distribution as contemplated by Section 4, (a) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (b) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each such certificate to the Holder of the Warrant.

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6. Reservation of Stock, Etc. Issuable on Exercise of Warrant.

The Company is authorized to issue an unlimited number of shares of Common Stock. If after the Closing Date, the Company amends its articles or certificate of incorporation or similar charter document to limit the number of shares of Common Stock that the Company is authorized to issue, it shall at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

7. Assignment; Exchange of Warrant.

Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered Holder hereof (a “Transferor”) in whole or in part. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”), together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws (which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel reasonably acceptable to the Company’s counsel that such transfer is exempt from the prospectus and registration or equivalent requirements of applicable securities laws) and with payment by the Transferor of any applicable transfer taxes, the Company will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. Each new Warrant evidencing this Warrant so transferred shall bear a legend substantially in the form of the legend set forth on the first page of this Warrant unless such legend has, by its terms, expired.

8. Replacement of Warrant.

On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

     9. Maximum Exercise.

Notwithstanding anything contained herein to the contrary, the Holder shall not be entitled to convert pursuant to the terms of this Warrant an amount that would be convertible into that number of shares of Common Stock which, when added to the number of shares of Common Stock otherwise beneficially owned by the Holder including those issuable upon exercise of convertible securities, warrants or options held by the Holder, would exceed 9.99% of the outstanding shares of Common Stock of the Company at the time of exercise. For the purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Regulation 13d-3 thereunder.

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10. Transfer on the Company’s Books.

Until this Warrant is transferred on the books of the Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

11. Notices, Etc.

     All notices and other communications from the Company to the Holder of this Warrant shall be personally delivered, sent by confirmed telex or facsimile or delivered by nationally recognized overnight courier at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who has so furnished an address to the Company.

12. Miscellaneous.

     This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought and, if registered, with the approval of the stock exchange on which the Common Stock is listed for trading. This Warrant shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought concerning the transactions contemplated by this Warrant may be brought in the state courts of New York or in the federal courts located in the state of New York. The individuals executing this Warrant on behalf of the Company agree to submit to the non-exclusive jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enter a judgment or other court ruling in favour of the Holder. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favour any party against the other party.

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     13. Rights of the Holder

     Prior to the exercise of this Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a shareholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions or to receive any notice of meeting of shareholders or any notice of any proceedings of the Company except as may be specifically provided for herein.

     14. Amendment and Restatement

     This Amended and Restated Common Stock Purchase Warrant amends and restates in its entirety, and is given in substitution for and not in satisfaction of, that certain Common Stock Purchase Warrant No. 002, dated July 2, 2007 issued by the Company in favor of Laurus Master Fund, Ltd.

[BALANCE OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS.]

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     IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

180 Connect Inc., a Delaware corporation
By:
	Name:
	Title:

By:
	Name:
	Title:

Common Stock Purchase Warrant Signature Page

9

EXHIBIT A

FORM OF SUBSCRIPTION
(To Be Signed Only On Exercise Of Warrant)

TO:     180 Connect Inc.

           Attention:     Chief Financial Officer

          The undersigned, pursuant to the provisions set forth in the attached Warrant (No.___), hereby irrevocably elects to purchase (check applicable box):

_________	_________shares of the Common Stock covered by such Warrant; or
_________	the maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Section 2.

     The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is US$______. Such payment takes the form of (check applicable box or boxes):

_________	US$______in lawful money of the United States; and/or
_________	the cancellation of such portion of the attached Warrant as is exercisable for a total of _________shares of Common Stock (using a Fair Market Value of US$_________ per share for purposes of this calculation); and/or
_________	the cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 2.2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.

     The undersigned requests that the certificates for such shares be issued in the name of, and delivered to _________whose address is _________.

     The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made in reliance upon available exemptions from the prospectus and registration or equivalent requirements of applicable securities legislation.

Dated:
	(Signature must conform to name of Holder as specified on the face of the Warrant)
	Address:

A-1

EXHIBIT B

FORM OF TRANSFEROR ENDORSEMENT
(To Be Signed Only On Transfer Of Warrant)

     For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of 180 Connect Inc. into which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of 180 Connect Inc. with full power of substitution in the premises.

		Percentage	Number
Transferees	Address	Transferred	Transferred

Dated:
	(Signature must conform to name of Holder as specified on the face of the Warrant)
	Address:
	SIGNED IN THE PRESENCE OF:
		(Name)
ACCEPTED AND AGREED:
[TRANSFEREE]
(Name)

B-1

EX-10.30

Exhibit 10.30

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

AMENDED AND RESTATED WARRANT CERTIFICATE

Warrant Certificate evidencing

Warrants to Purchase

Common Stock, par value $.0001

As described herein.
180 Connect Inc.

No. W-3 CUSIP No. 682343 116

VOID AFTER 5:00 P.M., NEW YORK TIME,
ON AUGUST 24, 2012, OR UPON EARLIER REDEMPTION

     This certifies that Laurus Master Fund, Ltd. (“Laurus”) or registered assigns is the registered holder of 250,000 warrants to purchase certain securities (each a “Warrant”). Each Warrant entitles the holder thereof, subject to the provisions contained herein, to purchase from 180 Connect Inc., a Delaware corporation (the “Company”), one share of the Company’s Common Stock (each, a “Share”), at the Exercise Price set forth below. The exercise price of each Warrant (the “Exercise Price”) shall be equal to US$3.00.

     Each Warrant evidenced hereby may be exercised at any time, as specified herein, on any Business Day (as defined below) on or prior to the fifth anniversary of the closing of the arrangement (the “Expiration Date”) pursuant to that certain Arrangement Agreement dated as of March 13, 2007 by and among the Company, 6732097 Canada Inc., and 180 Connect Inc., as amended (the “Arrangement”). Each Warrant remaining unexercised after 5:00 P.M., New York time, on the Expiration Date shall become void, and all rights of the holder of this Warrant Certificate evidencing such Warrant shall cease.

     In no event will the Company be obligated to pay holders of Warrants any cash or other consideration or otherwise “net cash settle” any Warrants.

     The holder of the Warrants represented by this Warrant Certificate may exercise any Warrant evidenced hereby by delivering, not later than 5:00 P.M., New York time, on any Business Day on or prior to the Expiration Date (the “Exercise Date”) to the Company, (i) this Warrant Certificate, (ii) an election to purchase (“Election to Purchase”), properly executed by the holder hereof on the reverse of this Warrant Certificate, and substantially in the form included on the reverse of hereof and (iii) the Exercise Price for each Warrant to be exercised in lawful money of the United States of America by certified or official bank check or by bank wire transfer in immediately available funds. If any of (a) this Warrant Certificate, (b) the Election to Purchase, or (c) the Exercise Price therefor, is received by the Company after 5:00 P.M., New York time, on the specified Exercise Date, the Warrants will be deemed to be received and exercised on the Business Day next succeeding the Exercise Date. If the date specified as the Exercise Date is not a Business Day, the Warrants will be deemed to be received and exercised on the next succeeding day which is a Business Day. If the Warrants to be exercised are received or deemed to be received after the Expiration Date, the exercise thereof will be null and void and any funds delivered to the Company will be returned to the holder as soon as practicable. In no event will interest accrue on funds deposited with the Company in respect of an exercise or attempted exercise of Warrants.

     As used herein, the term “Business Day” means any day that is not a Saturday or Sunday and is not a United States federal holiday or a day on which banking institutions generally are authorized or obligated by law or regulation to close in New York.

     Warrants may be exercised only in whole numbers of Warrants. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by this Warrant Certificate are exercised, a new Warrant Certificate for the number of Warrants remaining unexercised shall be executed by the Company and delivered to the holder of this Warrant Certificate at the address specified on the books of the Company or as otherwise specified by such Registered Holder.

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     Laurus hereby agrees that Laurus shall not sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, the Warrants or the Shares issuable upon exercise of the Warrants until the first anniversary of the closing of the Arrangement.

     The accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant will be governed by the terms generally applicable to such Shares. From and after the issuance of such Shares, the former holder of the Warrants exercised will be entitled to the benefits generally available to other holders of Shares and such former holder’s right to receive payments of dividends and any other amounts payable in respect of the Shares shall be governed by, and shall be subject to, the terms and provisions generally applicable to such Shares.

     The Exercise Price and the number of Shares purchasable upon the exercise of each Warrant shall be subject to adjustment as follows: (1) if after the date hereof, and otherwise subject to the terms of this Warrant Certificate, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock; and (2) if after the date hereof, and otherwise subject to the terms of this Warrant Certificate, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in items (1) and (2) above, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. Upon the occurrence of any event specified in this paragraph, the Company shall give written notice to the Warrant holder, at the last address set forth for such holder in the warrant register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

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     Upon due presentment for registration of transfer or exchange of this Warrant Certificate the Company shall execute, in the name of the designated transferee one or more new Warrant Certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants.

     Notwithstanding anything herein to the contrary, in no event shall the holder of the Warrants be entitled to exercise any portion of this Warrant Certificate in excess of that portion of this Warrant Certificate upon exercise of which the sum of (1) the number of Shares beneficially owned by the holder of the Warrants and its Affiliates (other than Shares which may be deemed beneficially owned through the ownership of the unexercised portion of this Warrant Certificate or the unexercised or unconverted portion of any other security of the holder of the Warrants subject to a limitation on conversion analogous to the limitations contained herein) and (2) the number of Shares issuable upon the exercise of the portion of this Warrant Certificate with respect to which the determination of this proviso is being made, would result in beneficial ownership by the holder of the Warrants and its Affiliates of any amount greater than 9.99% of the then outstanding Shares (whether or not, at the time of such exercise, the holder of the Warrants and its Affiliates beneficially own more than 9.99% of the then outstanding Shares). As used herein, the term “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. For purposes of the second preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such sentence. For any reason at any time, upon written or oral request of the holder of the Warrants, the Company shall within one (1) business day confirm orally and in writing to the holder of the Warrants the number of Shares outstanding as of any given date. The limitations set forth herein (x) may be waived by the holder of the Warrants upon provision of no less than sixty-one (61) days prior written notice to the Company and (y) shall automatically become null and void following notice to the Company upon the occurrence and during the continuance of an Event of Default (as defined in the Security and Purchase Agreement dated as of July 31, 2006 among 180 Connect Inc., a Nevada corporation, and the other parties signatory thereto and Laurus).

     Neither this Warrant Certificate nor the Warrants evidenced hereby shall entitle the holder hereof or thereof to any of the rights of a holder of the Shares, including, without limitation, the right to receive dividends, if any, or payments upon the liquidation, dissolution or winding up of the Company or to exercise voting rights, if any.

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     The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Warrant Certificate.

     This Warrant Certificate may not be amended without the consent of the holder of this Warrant Certificate or the Warrants evidenced thereby.

     The Warrants have been issued in a private placement and are “restricted securities” within the meaning of the Securities Act of 1933.

     THIS WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

     This Amended and Restated Warrant Certificate amends and restates in its entirety, and is given in substitution for and not in satisfaction of, that certain Warrant Certificate No. W-3, CUSIP No. 682343 116 dated August 24, 2007 by the Company in favor of Laurus.

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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated as of October __, 2007

180 Connect Inc., a Delaware corporation
By:
	Peter Giacalone, Chief Executive Officer

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[REVERSE]

Instructions for Exercise of Warrant

     To exercise the Warrants evidenced hereby, the holder must, by 5:00 P.M., New York time, on the specified Exercise Date, deliver to the Company, a certified or official bank check or a wire transfer in immediately available funds, in each case payable to the Company, in an amount equal to the Exercise Price in full for the Warrants exercised. In addition, the Warrant holder must provide the information required below and deliver this Warrant Certificate to the Company at the address set forth below. The Warrant Certificate and this Election to Purchase must be received by the Company by 5:00 P.M., New York time, on the specified Exercise Date.

ELECTION TO PURCHASE
TO BE EXECUTED IF WARRANT HOLDER DESIRES
TO EXERCISE THE WARRANTS EVIDENCED HEREBY

     The undersigned hereby irrevocably elects to exercise, on ___, ___(the “Exercise Date”), ___Warrants, evidenced by this Warrant Certificate, to purchase, ___of the shares of Common Stock (each, a “Share”) of 180 Connect Inc., a Delaware corporation (the “Company”), and represents that on or before the Exercise Date such holder has tendered payment for such Shares by certified or official bank check or bank wire transfer in immediately available funds to the order of the Company, in the amount of $___in accordance with the terms hereof. The undersigned requests that said number of Shares be in fully registered form, registered in such names and delivered, all as specified in accordance with the instructions set forth below.

     If said number of Shares is less than all of the Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate evidencing the remaining balance of the Warrants evidenced hereby be issued and delivered to the holder of the Warrant Certificate unless otherwise specified in the instructions below.

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Dated: ______________ __, ____

     Name__________________________

________________ (Please Print)

/ / / / — / / /- / / / / /

(Insert Social Security

or Other Identifying

Number of Holder)                                                                 Address_______________________

                                                                                             ____________________________________

     Signature________________________

     This Warrant may only be exercised by presentation to the Company at one of the following locations:

     By hand at:

     By mail at:

     The method of delivery of this Warrant Certificate is at the option and risk of the exercising holder and the delivery of this Warrant Certificate will be deemed to be made only when actually received by the Company. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure timely delivery.

(Instructions as to form and delivery of Shares and/or Warrant Certificates)

Name in which Shares are to be registered if other than in the name of the registered holder of this Warrant Certificate:
Address to which Shares are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Company:
	(Street Address)

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	(City and State) (Zip Code)
Name in which Warrant Certificate evidencing unexercised Warrants, if any, are to be registered if other than in the name of the registered holder of this
Warrant Certificate:
Address to which certificate representing unexercised Warrants, if any, are to be mailed if other than to the address of the registered holder of this Warrant Certificate as shown on the books of the Company:
	(Street Address)
	(City and State) (Zip Code)
	Dated:
	Signature
	Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate. If Shares, or a Warrant Certificate evidencing unexercised Warrants, are to be issued in a name other than that of the registered holder hereof or are to be delivered to an address other than the address of such holder as shown on the books of the Company, the above signature must be guaranteed by a an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).

SIGNATURE GUARANTEE

Name of Firm

Address

Area Code and Number

Authorized Signature

Name

Title

Dated: _________________________, 200___

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ASSIGNMENT
(FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER
DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)

     FOR VALUE RECEIVED, ___________________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO _______________________________________________________________

(Please print name and address	(Please insert social security or
including zip code of assignee)	other identifying number of assignee)

the rights represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint _________Attorney to transfer said Warrant Certificate on the books of the Company with full power of substitution in the premises.

Dated:
	Signature
	(Signature must conform in all respects to the name of the holder as specified on the face of this Warrant Certificate and must bear a signature guarantee by an Eligible Guarantor Institution (as that term is defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended).

SIGNATURE GUARANTEE

Name of Firm

Address

Area Code and Number

Authorized Signature

Name

Title

Dated: _________________________, 200___

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EX-10.36

Exhibit 10.36

CONFIDENTIAL TREATMENT REQUESTED — EDITED COPY

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

DIRECTV, INC.

2007 HOME SERVICES PROVIDER AGREEMENT

This Home Services Provider Agreement (including all Exhibits and Schedules hereto, this “Agreement”) is entered into this first (1st) day of May, 2007 (the “Effective Date”), between DIRECTV, Inc., a California corporation (“DIRECTV”), and 180 Connect, Inc. (“Contractor”). DIRECTV and Contractor may also be collectively referred to herein as the “Parties.”

R E C I T A L S

     A. DIRECTV is a provider of direct broadcast satellite (“DBS”) services to consumers which include video, audio, data and other programming delivered via specialized satellite receiving equipment.

     B. DIRECTV is also engaged in the business of selling digital satellite system equipment consisting of a satellite antenna (including the LNB) and an integrated receiver/decoder (including a remote control) (“DIRECTV System”), which is compatible and fully operable with DIRECTV’s DBS services.

     C. DIRECTV and Contractor entered into that certain Sales Agency Agreement, as amended from time to time (the “Sales Agency Agreement”), whereby Contractor became and continues to act as a commissioned sales agent of DIRECTV in connection with DIRECTV’s DBS services.

     D. In addition, Contractor is engaged in the business of installing, servicing and maintaining various consumer electronic products, including satellite systems.

     E. On December 29, 2000, DIRECTV engaged Contractor to perform installation and service work with respect to the DIRECTV System (including any associated products DIRECTV and Contractor agree that Contractor shall install) sold and rented by DIRECTV and to perform other services pursuant to the specific terms of that Home Services Provider Agreement dated December 29, 2000 (the “Original Agreement”).

     F. The Original Agreement has been amended as well as wholly replaced from time to time by the Parties, the last replacement date being June 1, 2005 (the “2005 HSP Agreement”). The Parties desire that the current 2005 HSP Agreement be terminated pursuant to the terms and conditions hereunder and be replaced with this 2007 Home Services Provider Agreement (the “Agreement”) as of the Effective Date; provided, however, that all covenants, conditions, rights and obligations of both DIRECTV and Contractor which, by their terms or nature extend beyond the termination or expiration of the 2005 HSP Agreement, shall survive its termination until fully performed.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

1

A G R E E M E N T

     1. Appointment of Contractor.

          a. Authority. DIRECTV hereby engages Contractor to provide services in the installation and maintenance of DIRECTV System Hardware (the “Services,” or “Fulfillment Services” when referring specifically to initial customer installation services only) as defined herein and as identified in Exhibit l.a.i. attached hereto for DIRECTV customers located in areas specified in Exhibit 1.a.ii. attached hereto, which services shall be performed in accordance with this Agreement and a Work Order (as defined below) issued by DIRECTV in connection therewith. Additional installation and/or maintenance services for DIRECTV-related products, other products (each such service an “Additional Service”), shall be individually defined in a separate Statement of Work, the rates for such Additional Services included, and shall be attached hereto and incorporated herein as Exhibit 1.a.iii. Throughout the Term, this Agreement may be amended by mutual agreement of the parties to include further Additional Services and such Additional Services shall be provided by Contractor pursuant to the terms and conditions as shall be set forth herein (Additional Services shall be referred to as “Services” throughout this Agreement). For purposes of this Agreement, a “Work Order” shall mean an individual order issued by DIRECTV for each Service, or series of Services. Each Work Order shall be subject to the terms of this Agreement and the requirements of each applicable Statement of Work attachment.

          b. Limitation. Nothing herein shall be construed to grant Contractor any right or authority to sell, solicit or take orders for DIRECTV’s DBS service, or otherwise act as a sales agent or an agent of DIRECTV, or sell or rent a DIRECTV System either on its own behalf or on behalf of D1RECTV.

          c. Commencement of Work. Notwithstanding any other provision herein, Contractor may perform Services only upon: (i) receipt of a written or electronic Work Order from DIRECTV or its authorized agent; (ii) receipt of the DIRECTV System specifically, identified by D1RECTV for the DIRECTV customer, or notification that the DIRECTV customer has received the DIRECTV System; (iii) coordination by Contractor directly with the DIRECTV customer for the earliest convenient time to perform the applicable Services in connection with the DIRECTV System and agreed upon hardware and antenna placement (subsequent to the scheduling of the appointment window by DIRECTV); and (iv) confirmation by Contractor to DIRECTV of receipt of the Work Order and scheduled time for provision of applicable Services, Under no circumstances, however, shall Contractor delay the provision of any Services hereunder, or the scheduling of such Services appointment, for the convenience of Contractor and/or its employees or agents. Initial appointment coordination by Contractor with the DIRECTV customer shall also be used by Contractor to identify any potential line of sight, landlord/tenant or other issues such that the technician shall be provided with all necessary equipment or DIRECTV forms in ‘order to be able to properly complete the Work Order. Furthermore and in accordance with the Statement of Work and the Policies and Procedures, as defined in Section 2.f, Contractor shall, on the morning of the scheduled appointment, contact each applicable DIRECTV customer with a reminder telephone call regarding the time of the scheduled appointment.

          d. Work Orders. Contractor shall perform and provide the Services hereunder in accordance with this Agreement, the applicable Work Order issued by DIRECTV or its authorized agent and the applicable Statement of Work(s) as set forth in Exhibit l.a.iii.

          e. Reservation of Rights. Contractor expressly acknowledges and agrees that all rights in and to the satellite transmission of DIRECTV’s DBS services, the DIRECTV System and the renting, sale, installation and maintenance of the DIRECTV System are reserved to DIRECTV and nothing in this Agreement shall be deemed to restrict in any manner the right or ability of DIRECTV to distribute its DBS services or the DIRECTV System itself or through other parties, or provide any Services to DIRECTV customers itself or through any other party.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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          f. Allocations. Execution of this Agreement does not constitute or guarantee that any Work Order(s) will be issued by DIRECTV or its authorized agent. DIRECTV may allocate any Work Orders described hereunder among its agents, retailers and others in any manner it may choose. Notwithstanding anything in this Agreement or the attached exhibits to the contrary, Contractor acknowledges that this Agreement is non-exclusive and that Contractor is not guaranteed any minimum number of installations or maintenance or other Service Calls on a per-DMA basis or otherwise.

          g. No Separate Business. This Agreement does not authorize Contractor to operate any business or provide Services to others for its own account and is merely a contract for Services to be provided to, and on behalf of, DIRECTV as ordered by DIRECTV, In no event shall any non-DIRECTV authorized documents, advertisements, offers or promotions be provided by Contractor to DIRECTV customers during the performance of the Services hereunder without prior written approval by DIRECTV. Contractor is not required to pay any fees to DIRECTV to perform hereunder, although fees payable by DIRECTV to Contractor pursuant to its performance hereunder may be subject to offsets or recoupments as is more specifically set forth in section 4 of this Agreement. Contractor acknowledges and agrees that DIRECTV customers are customers of DIRECTV, not Contractor.

     2. Contractor Administrative Responsibilities.

          a. Connectivity.

               (i) Scheduling/Management System. Contractor agrees that it will, at Contractor’s expense, acquire, install and maintain on-line access to DIRECTV’s technician scheduling and management systems as shall be identified by DIRECTV, necessary to establish and maintain such on-line access for purposes of inputting and receiving Work Orders and other information from DIRECTV, as soon as possible but in no event later than fourteen (14) days after DIRECTV makes such connectivity available to Contractor. To the extent that Contractor elects to receive the DIRECTV Work Order data and convert such data into Contractor’s own order management system, Contractor agrees that all information provided by DIRECTV with respect to any Work Order shall remain and be visible at the technician Work Order level. DIRECTV shall make available to Contractor a certain number of (i) seat licenses, including any annual maintenance fee (each an individual “Seat License”), and (ii) licenses for the use of any approved handheld, web-based device, (together, the “Scheduling Software”) for the dispatching, and receipt of, Work Orders to Contractor personnel in the field in order to perform the Services as set forth within this Agreement; provided, however, that certain Seat Licenses may be deployed without the deployment and application of any handheld devices, at the sole discretion of DIRECTV. Upon the launch of Siebel or any other successor Scheduling Software to the current CSG platform, Contractor shall within a reasonable rollout schedule, as shall be communicated by DIRECTV, outfit all employee technicians with a laptop computer or other approved web-based, handheld device capable of receiving, modifying and closing Work Orders in the field by such employee technician. All costs related to the purchase of any such laptop or handheld device shall be the responsibility of Contractor. This initial allocation of Scheduling Software by DIRECTV to Contractor shall be based on Contractor’s current pro-rata share of the overall DIRECTV customer base, as is measured by DIRECTV within the rough geographical boundaries of Contractor’s appointed DMA(s); provided, however, that DIRECTV, in its sole discretion, shall provide no less than that amount of Scheduling Software as is reasonably required to manage the dispatching of Contractor personnel for the performance of the Services hereunder as of the effective date of this Agreement. Should Contractor, at any point during the Term, request additional Scheduling Software in order to efficiently perform the Services hereunder Contractor shall purchase (or. reimburse DIRECTV), at its sole cost and expense, such additional (or replacement) Scheduling Software through DIRECTV. This provision for additional Software shall govern any such Contractor request should DIRECTV select any successor system at any point during the Term. Contractor agrees that it will comply with the requirements and instructions provided by CSG, Siebel or successor vendor and/or DIRECTV in accordance with the use and implementation of such licenses, software, hardware and equipment provided in connection with Contractor’s use of the DIRECTV-selected System (or successor system). Contractor shall also be responsible for all “air-time” charges (including both voice and data) incurred through the use of the laptop or handheld devices, if any. DIRECTV shall retain title to all hardware or

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

3

equipment provided by it to Contractor, if any (other than that hardware, if any, Contractor elects to purchase); and Contractor shall promptly return such hardware or equipment to DIRECTV upon DIRECTV’s written request. The scheduled rollout of the provision of Scheduling Software to Contractor shall be determined by DIRECTV. Contractor agrees that it will promptly report the resolution of each Work Order placed by DIRECTV through the system in accordance with this Agreement and those guidelines and procedures established by DIRECTV from time to time. Commencing May 1, 2007, no less than eighty-five per cent (85%) of all of Contractor’s eligible monthly Work Order disposition totals shall be handled electronically (i.e., Work Order disposition shall occur via (x) a wireless connection in the field, (y) the IVR or (z) a phone call to a Contractor dispatcher who can then enter the Work Order information electronically). Contractor acknowledges and agrees that failing to promptly and properly report the resolution of each Work Order placed by DIRECTV pursuant to the established business rules and/or policies and procedures shall delay or prevent DIRECTV’s ability to credit Contractor with the completion of such Services and Contractor shall not earn Fees for any particular Work Order until properly closed. Contractor shall require that each technician, including any Approved Subcontractor, has the ability to communicate, via cell phone, with both Contractor’s applicable dispatch office as well as DIRECTV call center representatives while performing the Services hereunder.

               (ii) Internet/E-Mail. Contractor shall establish and maintain an Internet electronic mail address (a) for purposes of business-to-business communication between DIRECTV and Contractor and (b) to properly perform the obligations hereunder. If DIRECTV reasonably determines that Contractor’s receipt and/or transmission of data via email as it relates to this Agreement is hindered as a result of Contractor’s utilization of a particular internet service provider (“ISP”) (i.e., ISP file size restrictions, unreasonable traffic load, etc.), Contractor shall be required, within ten (10) days of such notification from DIRECTV, to retain a mutually agreeable ISP in order for Contractor to perform its obligations hereunder.

          b. Office Space. Contractor shall provide at its own expense, all office space and supplies, office overhead (such as telephone, copier and facsimile expense), labor, skills, tools and other equipment and personnel necessary for it to perform the Services in a timely manner. Contractor shall conspicuously display an approved sign at each office reflecting a logo designated by DIRECTV (in conformance with the DIRECTV Trademark and Style Guide, as defined in paragraph 21, below). Contractor shall staff each office with trained personnel and Contractor shall be available to perform the Services as requested by DIRECTV in accordance with the terms of this Agreement

          c. Personnel; Vehicles; Uniforms. See Exhibit 2.c.

          d. Books, Records and Inspections. During the term of this Agreement and for a period of three (3) years thereafter, Contractor agrees that it will keep accurate and complete books and records regarding its performance of its obligations under this Agreement (including but not limited to all original customer-signed forms such as the Customer Installation Satisfaction Checklists for each Work Order performed, all DIRECTV Lease Addendum documents, if any, property damage and bodily injury reports, police reports, Landlord approval forms, DIRECTV System Hardware Bill of Lading documents and documentation verifying employee background checks) and will make such books and records available by fax or by physical inspection, or such other means as DIRECTV requests, as soon as is reasonably possible upon DIRECTV’s request. Throughout the Term, Contractor shall file all DIRECTV customer records, including customer agreements and Work Orders, by date of Services performed and provided, or as otherwise directed by DIRECTV. Contractor shall properly store said customer records pursuant to DIRECTV’s document retention standards for that period of time as shall be required by DIRECTV. If DIRECTV determines that certain, dated customer records no longer need to be maintained at Contractor’s offices, Contractor agrees that it shall follows DIRECTV’s document destruction procedures in the disposal of such records; provided, however, that Contractor shall be allowed to securely maintain identified documents beyond the requested date of destruction should Contractor believe that such retention is necessary for legal purposes. During the term of this Agreement, as well as any extension thereof, and for a period of three (3) years thereafter, Contractor shall make its offices available at any time during business hours so that DIRECTV may inspect and otherwise audit the way in

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

4

which Contractor is performing the Services both at Contractor’s offices/warehouses and on customers’ premises as well as to inspect the manner in which DIRECTV System hardware is being secured. Such audits by DIRECTV shall include completed Work Orders as well as work in progress. In addition, Contractor shall keep accurate and complete financial records related to its business obligations under this Agreement. Such records, to be timely updated monthly (or quarterly for public companies) shall include an income statement, balance sheet, cash flow and a rolling 12-month financial plan. All such records and all accounting systems with respect thereto shall be made available for inspection and review by DIRECTV or its representatives upon reasonable notice to Contractor during normal business hours throughout the Term of this Agreement. In the alternative, if Contractor conducts annual audits and can produce audited financial records along with an independent auditor’s opinion, DIRECTV-access to such audit results shall be sufficient. Financial records provided shall be maintained in accordance with generally accepted accounting principles. Contractor shall fully cooperate with DIRECTV in such inspection and audit.

          e. Communications Contact. Contractor agrees that it will have reasonably adequate representatives available at all times, seven (7) days a week (8 am to 6 pm local time), for communication with DIRECTV and DIRECTV customers, including administrative personnel to coordinate with DIRECTV personnel regarding completion of the scheduling of the Services hereunder. Specifically, Contractor shall provide a 1-800 (toll-free) (or local, as applicable) number that the DIRECTV Customer Service Department may provide to DIRECTV customers who have a specific question or problem related to such Customer’s installation or installation appointment attached to a Work Order provided by DIRECTV to Contractor. Contractor shall be obligated to reasonably staff to answer such incoming calls as set forth above. Attached as Exhibit 2.e. is a list of persons whom DIRECTV may call outside of the required business hours to coordinate the provision of Services. Contractor will promptly provide an updated list to DIRECTV whenever the list of persons changes for any reason. The designated contact person(s) shall be available on a 24-hour-per-day 7-day-per-week basis..

          f. Policies and Procedures. In addition to the terms and conditions set forth herein and in each Work Order, Contractor agrees that it will comply with all DIRECTV service guidelines and policies and procedures as reasonably determined by DIRECTV (the “Policies and Procedures” or “P&P”) furnished to Contractor, which Policies and Procedures may be amended by DIRECTV from time to time in its reasonable discretion. Such Policies and Procedures are hereby incorporated into this Agreement by this reference. Contractor will ensure that. the Policies and Procedures are quickly disseminated to all Contractor personnel, including Approved Subcontractors, performing the Services.

          g. Representations and Warranties. Contractor shall not make any warranties or representations regarding DIRECTV’s programming services or DIRECTV System that are inconsistent with or more extensive than the warranties and representations provided by DIRECTV, and/or the DIRECTV System manufacturers. In no event shall Contractor offer any DIRECTV customer a Contractor-provided service or maintenance plan with respect to the DIRECTV system unless DIRECTV has previously approved, in writing, such an offer by Contractor.

     3. Contractor Installation and Service Responsibilities. See Exhibit 3.

     4. Fees Payable by DIRECT`.

          a. Services. In full consideration for Contractor’s provision of the Services hereunder, DIRECTV agrees to pay Contractor for such Services as described below.

               (i) Fulfillment Services. For certain Fulfillment Services provided by Contractor, Contractor shall be entitled to receive payment as set forth in Exhibit 4.a.(i) (“Rate Matrix”) for proper and successful completion of the applicable Work Order.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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               (ii) Service Calls. For the maintenance/Service Calls provided by Contractor to DIRECTV, Contractor shall be entitled to receive payment as set forth in Exhibit 4.a.(ii) (“Service Call Payments”).

          b. Credits; Refunds. Notwithstanding anything to the contrary contained herein, Contractor shall not be entitled to any payment for Fulfillment Services not completed for any reason, including a cancellation by the DIRECTV customer at the door. In addition, DIRECT` shall have the right to offset from the amounts owed to Contractor hereunder or any other agreement between the Parties, or recoup from, or charge back directly to, Contractor, at its option, any amount owed by Contractor to DIRECTV hereunder, including, but not limited to, any amounts received by Contractor to which it is not entitled hereunder, any payments made to Contractor in error and any cost that DIRECTV incurs or amount that DIRECTV credits, refunds or pays to a DIRECTV customer or any other third party arising out of the Services provided by Contractor hereunder. If the amount owed by DIRECTV to Contractor for a given month is not sufficient to cover the amount owed to DIRECTV by Contractor for such month, Contractor shall pay the difference to D1RECTV within thirty (30) days following its receipt of an invoice from DIRECTV.

     5. Invoicing and Payment; Disputed Payment Resolution.

          a. General. All installation, maintenance and Service Calls not included in the payments process as defined below shall be considered disputed payments (“Disputed Payments”) and shall be submitted by Contractor and paid by DIRECTV as set forth herein.

          b. Payments. The payments process shall apply only to installation and services included in the Rate Matrix attached hereto as Exhibit 4.a.(i) and Exhibit 4.a.(ii), “Service Call Payments,” both of which may be amended by DIRECTV in its reasonable discretion. DIRECTV shall pay Contractor on or before thirty (30) days after the end of the applicable DIRECTV Accounting Period (i.e., the last day of a given calendar month), provided, however, that no payment shall be considered to be due and payable until the Services in connection therewith have been performed and completed by Contractor in accordance with this Agreement. Notwithstanding the foregoing, the Hardware Reimbursement Fee shall be paid weekly by DIRECTV for those new receivers, specifically containing the access cards previously shipped to Contractor for the fulfillment of Work Orders hereunder, that activated during the prior reporting period. In the event of a deployment of a new receiver that does not activate at the time of installation by Contractor, exceptions to the activation requirement where payment shall still be due is set forth in the P&P. The parties acknowledge and agree that all other DIRECTV System Components to be reimbursed for by DIRECTV shall be reimbursed in the aggregate within Contractor’s monthly Fulfillment Payment (i.e., the Fulfillment rates take into account Contractor’s cost of consumed receivers, ODUs and LNBs for the particular Work Order type).

          c. Disputed Payment Resolution. Contractor shall have sixty (60) days from receipt of payment to request a reconciliation of DIRECTV’s payment to Contractor. All payments disputed by Contractor must be made in writing as prescribed hereunder and/or in the established Policies and Procedures. With respect to any disputes concerning Contractor’s provision of the Services which are not reflected in DIRECTV’s system and consequently not paid by DIRECTV, the dispute form/template must be submitted as prescribed by DIRECTV and/or in the Policies and Procedures. All disputed payments must be supported by adequate written descriptions and supporting documents. Upon such request, DIRECTV shall have forty-five (45) days from its receipt of notice of a disputed payment to investigate Contractor’s claim and to respond to Contractor. In the event that DIRECTV maintains records needed by Contractor in order to resolve a dispute, DIRECTV shall provide such documentation to Contractor once at no cost to Contractor. Disputes not submitted in accordance with the process herein shall not be considered by DIRECTV. DIRECTV shall act in good faith and deal fairly with Contractor in reviewing any reconciliation requests submitted by Contractor. DIRECTV’s decision regarding a reconciliation request shall be final and determinative.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

6

          d. Overpayments.. Immediately upon discovery by Contractor, or as a result of DIRECTV’s audit in accordance with Section 2(d) above, of any overpayment, Contractor shall notify DIRECTV, as applicable, and shall return the excess amount to D1RECTV as soon as reasonably possible, but in no event longer than ten (10) days after discovery, or DIRECTV, at its option, may withhold payment of monies due to Contractor until such time as any overpayment has been rectified.

     6. Subcontractors; Liens.

          a. Payment for Services. Except as otherwise requested in writing by DIRECTV, Contractor shall not collect any fees, payments or otherwise from DIRECTV customers in connection with the Services provided and performed in accordance with this Agreement.

          b. Liens. In no event shall Contractor (a) file, or threaten to file, a lien or a claim against a DIRECTV customer; (b) encumber in any way the property of a DIRECTV customer; or (c) in any way seek to secure payment from said DIRECTV customer in connection with Contractor’s provision of Services hereunder, except as otherwise permitted by DIRECTV. In the event of any dispute with DIRECTV related to the Services provided hereunder, Contractor agrees that it shall seek recourse only against DIRECTV and Contractor agrees to promptly pay and discharge any liens, claims or charges filed by or on the behalf of any of its laborers, Approved Subcontractor(s), material suppliers or any other third party whom Contractor has engaged related to the provision of the Services hereunder. DIRECTV shall have the right to obtain injunctive relief in order to prevent Contractor from breaching its obligations (or to obtain specific performance to compel Contractor to perform its obligations) pursuant to this Section.

     7. Term. The term (the “Term”) of this Agreement shall be effective as of the date written above and shall continue for four (4) years (the “Effective Date”). The Term will automatically renew thereafter for additional, individual one-year periods (each such year a “Renewal Term”), unless either Contractor or DIRECTV gives written notice of termination at least ninety (90) days in advance of expiration of the then-current Term. The Agreement shall also be terminable for “cause” as set forth herein.

     8. Early Termination.

          a. Without Cause. Either party may terminate this Agreement for any reason by giving the other party no less than one hundred and eighty (180) days prior written notice.

          b. With Cause. Except as stated in Section 8(c) below, in the event that either Party breaches its duties or obligations hereunder, which breach is not cured within thirty (30) days after written notice is given by the non-breaching party to the breaching party specifying the breach in reasonable detail, this Agreement may be terminated by the non-breaching party immediately upon giving written notice to the breaching party.

          c. Noncurable Breaches. In the event Contractor commits a noncurable material breach of this Agreement, then, notwithstanding Section 8(b) above, DIRECTV shall have the option to terminate this Agreement immediately upon written notice to Contractor without an opportunity to cure, with no further liability to Contractor. A particular noncurable material breach may be deemed to have occurred, by way of example, and not as any limitation, where Contractor or any employee, agent or affiliate:

               (i) has misrepresented the prices, terms, or conditions upon which the manufacturer’s warranty, extended warranty, installation services or other products, promotions, or services are being offered by DIRECTV;

               (ii) has engaged in signal piracy or theft of satellite signals;

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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               (iii) has engaged in or attempted to engage in the sale and distribution of, or otherwise has used, modified access cards;

               (iv) has engaged in or attempted to engage in documentable “bait-and-switch” conversion tactics for services which compete with DIRECTV programming services;

               (v) has induced or attempted to induce a DIRECTV customer to switch to a service which competes with DIRECTV’s programming service;

               (vi) has received a notice of violation of the terms or conditions of any license or permit required in the conduct of its business and has failed to correct such violation within the time period specified in such notice;

               (vii) has knowingly submitted a request for a payment, including any bonus payment, where one is not properly payable;

               (viii) has failed at any time to comply with and maintain the insurance requirements set forth in this Agreement;

               (ix) has installed or attempted to install, or failed to immediately inform DIRECTV of, a residential programming package at a commercial customer location;

               (x) has changed or attempted to change identification numbers on customer accounts to falsely obtain any kind of payment;

               (xi) has breached the obligations regarding the use of DIRECTV Confidential Information as described in Section 23 below, including, but not limited to, deploying a third party vendor with access to DIRECTV Confidential Information prior to such third party being approved in writing by DIRECTV;

               (xii) has breached its obligation to quality inspect those installations related to Fulfillment Services as set forth in Section 3.b.(viii) more than once in any twelve (12) month period during the Term; or

               (xiii) has breached its obligations as set forth in Section 10 of this Agreement.

     9. Effects of Termination.

          a. Upon termination, suspension, or expiration of this Agreement, all rights and obligations of either party hereunder shall cease without further liability, effective as of the date of termination, suspension or expiration, unless otherwise stated in this Agreement and except with respect to liabilities arising prior to termination of this Agreement. Contractor agrees, and agrees to cause its employees, agents and Approved Subcontractors, to return to DIRECTV within ten (10) days after termination of this Agreement all materials (and all copies thereof) relating to DIRECTV, including, but not limited to, any and all price and specification catalogues, all administrative manuals, all sales literature, and any and all other such materials. Upon termination of this Agreement, Contractor agrees that Contractor, its employees, agents and Approved Subcontractors immediately shall discontinue the use of any service mark or trademark covered by this Agreement, as well as the use of any other items involving DIRECTV’s name, such as signs, stationery, logos, or business cards, and Contractor will not represent itself in any fashion as a contractor, an agent or representative of DIRECTV. Upon termination, suspension or expiration of this Agreement, Contractor agrees that it and each of its employees, agents and Approved Subcontractors will promptly return all DIRECTV owned property in their possession to DIRECTV by any delivery means reasonably requested by DIRECTV, with the cost of returning such property to be at DIRECTV’s expense. Because of the difficulty in establishing the improper use of Customer Information and other DIRECTV Confidential Information, as defined below, Contractor agrees that for a period of two years after termination, it shall not, on behalf of any other provider of multi-channel video service or on its own behalf, solicit any DIRECTV customer for whom Contractor provided Services in accordance with the terms of this Agreement.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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          b. If the termination hereof is due to Contractor’s material breach, DIRECTV may elect to terminate the DIRECTV Sales Agency Agreement, if any exists between the parties, at its sole discretion.

     10. Exclusivity. Due to the fact that Contractor will have access to Customer Information and other DIRECTV Confidential Information as defined below, during the term of this Agreement, Contractor agrees that neither it, nor its parent entities, subsidiaries or affiliates, shall perform installations or Services for any other provider or distributor of products/services which compete with DIRECTV’s programming services or any other DIRECTV product or service, except as otherwise permitted by DIRECTV. This includes, but is not limited to the distribution of television programming via DTH, cable, MMDS, FiOS/IPTV or any and all other technologies and media now existing or hereafter developed. Notwithstanding the foregoing, this Section shall not prohibit Contractor from performing services limited solely to traditional cable television or telephone installation, maintenance and service work; provided, however, that Contractor shall (i) only perform such cable television or telephone installation, maintenance and service work in markets outside of the DMAs assigned by DIRECTV to Contractor in Exhibit 1. a. ii, hereto and, (ii) use its best efforts to designate its employees as either exclusively DIRECTV service providers or exclusively a provider of all other non-DIRECTV-related services, if any (in other words, a Contractor employee trained to provide Services pursuant to this Agreement shall not simultaneously provide services, on behalf of Contractor, for a cable company or a provider of telephony services, and vice versa). In certain cases, DIRECTV, in its sole discretion, may grant a limited and specific waiver to Contractor as it relates to this physical separation of competing work opportunities within the same market or DMA; provided, however, that Contractor will be required to present a detailed proposal reasonably establishing how such a separation of individual business units is feasible under the performance and strict confidentiality requirements as set forth hereunder prior to DIRECTV entertaining any such waiver.

     11. Other Products. From time to time, DIRECTV may offer to Contractor the opportunity to market/promote additional products or services to the DIRECTV Customer while Contractor is performing the Services within the Customer’s residence (The DIRECTV Protection Plan, for example). In the event that Contractor elects to act as one of DIRECTV’s representatives as it relates to such products or services, the terms of such arrangement shall be set forth in Exhibit l1, hereto.

     12. Defaults and Remedies. In the event Contractor is in anticipatory breach of this Agreement or has failed to comply with any material term or provision of this Agreement, DIRECTV shall have the right at its option to (a) perform or cause to be performed any one or more of Contractor’s obligations, in which case, DIRECTV shall be entitled to obtain from Contractor or deduct from any amount payable to Contractor, an amount equal to any increased cost incurred by DIRECTV in performing or obtaining the performance of Contractor’s obligations hereunder; (b) terminate this Agreement in accordance with Section 8; or (c) pursue any other remedy available under applicable law.

     13. Conformance to All Laws. DIRECTV and Contractor shall comply with all applicable federal, state, county and municipal laws, codes, rules, regulations in the performance of its obligations under this Agreement, including but not limited to, in the case of Contractor, obtaining all of the necessary licenses and permits required of Contractor by the municipality and state in which the work is being performed and complying with the Occupational Safety and Health Act.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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     14. Taxes.

          a. Contractor Taxes. All taxes that may be levied on Contractor for services provided under this Agreement or otherwise shall be the sole responsibility of Contractor, including all applicable taxes on payments made by DIRECTV to Contractor pursuant to this Agreement.

          b. Contesting of Taxes. Contractor shall not contest the levying or assessment of any tax for which DIRECTV or DIRECTV customers are responsible for payment related to the services provided hereunder without DIRECTV’s prior written consent.

     15. Insurance. From and after the date of this Agreement:

          a. Coverage. Contractor shall obtain and maintain insurance, as provided by a licensed insurer with a Best’s rating of A- VIII or better, with coverage and limits as follows:

               (i) Contractor shall carry a policy (or policies) of Workers Compensation Insurance covering Contractor’s employees in each jurisdiction in which Contractor is performing work pursuant to this Agreement. Each such policy shall be on a form approved for use in each state in which work is being performed and shall provide, at a minimum, statutory Workers’ Compensation coverage and Employer’s Liability Insurance at limits of not less than $500,000.00 per employee per accident for Bodily Injury by Accident, $500,000.00 per employee per occupational disease and $500,000.00 for all occupational diseases. If Contractor shall be performing work pursuant to this Agreement in a state known as a “Monopolistic” state, or if Contractor has qualified in any state as a self insurer, the Employers’ Liability coverage for that state may be attached either to another Workers’ Compensation policy or to the Commercial General Liability coverage.

               (ii) Commercial General Liability Insurance covering Operations and Premises Liability; Independent Contractors; Completed Operations; Product Liability; Contractual Liability; Personal Injury; Property Damage caused by explosion, collapse and underground damage; and Broad-Form Property Damage. The limits of such liability insurance shall be no less than $1,000,000.00 per occurrence.

               (iii) Comprehensive Automobile Liability Insurance covering all owned, hired and non-owned vehicles, including the loading or unloading thereof, with limits of no less than $1,000,000.00 combined single limit for bodily injury and/or property damage.

               (iv) All Risk Commercial Property Insurance issued on a replacement cost basis, in an amount sufficient to cover all DIRECTV-owned property in the care, custody, and control of Contractor, if any. The policy must name DIRECTV as the loss payee.

               (v) Umbrella or Excess Liability Insurance covering the items set forth in (i) (insofar as it relates to Employer’s Liability Insurance), (ii) and (iii) above with a policy limit of not less than $5,000,000.00.

          b. Companies. All such insurance shall be carried in companies reasonably satisfactory to DIRECTV and licensed to do business in the jurisdiction where the obligations of Contractor under this Agreement are to be performed, and the liability policies shall be primary coverage and shall name DIRECTV, its subsidiaries, employees and affiliates as additional insureds.

          c. Commencement of Work. Contractor shall likewise not allow any subcontractor to commence work until subcontractor has obtained the same insurance coverage required of Contractor hereunder; provided, however, that subcontractors shall not be required to carry umbrella or blanket insurance policies.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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          d. Cancellation. Each policy shall provide that it will not be canceled, non-renewed or materially amended except after thirty (30) days advance written notice to DIRECTV, mailed to the address indicated herein, and the policy, policy endorsements or certificates of insurance shall so state.

          e. Evidence of Insurance. Contractor shall provide certificates evidencing coverage as listed above prior to commencement of work, and at every annual renewal of the policies, for the duration of this Agreement. All certificates shall name DIRECTV as an additional insured as respects commercial general liability, automobile liability, and umbrella or excess liability insurance. Endorsements to the policies naming DIRECTV as additional insured will be provided by Contractor upon request. Contractor will endeavor to obtain waivers of subrogation in favor of DIRECTV from its insurers.

     16. Amendment. DIRECTV retains the right to change (i) both the Rate Matrix and Service Call Payments schedule pursuant to Section 5.b., above, (ii) the Performance Standards as set forth in Exhibit 3.e.(v), and (iii) zip codes associated with the DMAs or partial DMAs listed in Exhibit 1.a.ii., from time to time in its reasonable discretion, as its business needs dictate, provided that reasonable, prior written notice shall be provided to Contractor. Subject to the exclusions set forth in the previous sentence, this Agreement may only be modified or supplemented by written agreement by both parties. Modifications include, but are not limited to, changes to Contractor’s business entity, including name, ownership and/or legal organizational formation/structure.

     17. Assignment. As this is an agreement for personal services, Contractor may not assign its rights and obligations under this Agreement without the written consent of DIRECTV. Any purported assignment by Contractor to a third party in violation of this Section shall be void effective as of the date the attempted assignment was made, and DIRECTV shall have the right immediately to terminate this Agreement upon notice of such attempted assignment without consent. DIRECTV, in its sole discretion, may assign its rights and obligations under this Agreement at any time for any purpose.

     18. Indemnification. Contractor shall indemnify, defend and hold DIRECTV, its affiliate, subsidiary and parent entities and each of their respective directors, officers, employees, agents, assigns and successors harmless from any and all costs, expenses, liability, claims, judgments, lawsuits and demands (including attorneys’ fees) arising out of (a) the performance, breach or alleged breach by Contractor of its obligations, warranties, representations or covenants under this Agreement; (b) the negligence or other wrongdoing, in whole or in part, on the part of any employee, agent, servant, subcontractor, or representative of Contractor in connection with the performance of its obligations under this Agreement; (c) the termination, disturbance, interruption or other interference with services of any type of utility or other public or private facility damaged, harmed or disturbed, or caused to be disturbed, by Contractor and any of its agents, servants, employees, subcontractors or representatives; (d) any acts or omissions of Contractor which would cause the independent contractor status as provided in Section 19 to be breached; and (e) any acts or omissions of any Approved Subcontractor. This Section shall survive the termination or expiration of this Agreement. DIRECTV shall indemnify, defend and hold Contractor, its officers, directors, employees, agents and affiliates harmless of and from any and all costs, expenses, liability, claims, judgments, lawsuits and demands (including attorneys’ fees) arising out of (a) the performance or breach by DIRECTV of its obligations under this Agreement; or (b) the active negligence or other wrongdoing on the part of any employee, agent, servant or representative of DIRECTV in connection with the performance of its obligations under this Agreement.

     19. Independent Contractor. Contractor is an independent contractor authorized during the term hereof to perform and provide Services to DIRECTV. Except as otherwise expressly provided herein, Contractor shall have full control over the methods, techniques, sequences, and procedures of the Services to be provided hereunder. This Agreement is intended to create an independent contractor relationship between the parties for purposes of federal, state and local law, including the Internal Revenue Code of 1986, as amended. Without limitation, Contractor agrees to provide DIRECTV with a completed “Request for Taxpayer Identification Number and Certification” in which the applicable taxpayer identification number is identified. Because Contractor and

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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Contractor’s employees and subcontractors are not employees, franchisees, agents or otherwise of DIRECTV, Contractor and its employees and subcontractors are not entitled to any benefits to which. DIRECTV employees may be entitled under DIRECTV policies or as otherwise required by law, including workers’ compensation or unemployment compensation benefits. DIRECTV will not withhold any taxes from any amounts payable to Contractor under this Agreement and will not make any FICA or other contributions on behalf of or for the benefit of Contractor, its employees and subcontractors. Contractor will be solely responsible for the payment of all state, federal and local taxes on amounts payable to Contractor under this Agreement. Contractor shall indemnify DIRECTV for any claims relating to such payments.

     20. Employee Hiring Limitation. DIRECTV and Contractor agree that they will not intentionally solicit or hire the other party’s employee(s) in any capacity for twelve (12) months from the date an employee terminates employment with DIRECTV or Contractor, unless otherwise mutually agreed upon in writing by DIRECTV and Contractor. In addition, Contractor agrees that it shall provide DIRECTV written notice of its intention to offer employment to an individual known to be then-employed by another DIRECTV installation and service contractor within the same or contiguous DMA.

     21. Service Marks and Trademarks. DIRECTV hereby grants, and Contractor hereby accepts, the non-exclusive right to use the service marks or trademarks of DIRECTV (the “DIRECTV Marks”) solely in connection with the provision of Services during the Term. Contractor agrees that (i) it shall use the DIRECTV Marks solely in connection with the provision of Services during the Term, and in accordance with all of the terms and conditions set forth herein, (ii) the DIRECTV Marks shall be exhibited and displayed in the exact form provided by DIRECTV, (iii) it shall not make or permit the making of any copies of the DIRECTV Marks, in whole or in part except as reasonably required for the purposes herein specified, (iv) it shall not have the right to authorize others, with the exception of Contractor’s affiliates, subsidiaries and agents, to use the DIRECTV Marks (and then only subject to the restrictions set forth herein), (v) its use of the DIRECTV Marks shall include all standard proprietary notices prescribed by DIRECTV, if any, and (vi) its use of the DIRECTV Marks shall conform to quality standards which are provided by DIRECTV. All right, title and interest in and to the DIRECTV Marks, including all associated goodwill shall remain vested in DIRECTV subject to the rights of use granted in this Agreement. Contractor will not use any service marks or trademarks of DIRECTV (“DIRECTV Marks”) or of any network or programmer included in the DIRECTV programming services, without the specific prior written consent of DIRECTV. Any unauthorized use of such marks by Contractor, or any use not in compliance with any rules or procedures regarding the use of such marks, shall constitute an infringement of the rights of DIRECTV or of its network suppliers. Contractor shall be authorized to use the DIRECTV Marks in accordance with the terms hereof and in accordance with the terms of the trademark and logo guidelines provided by DIRECTV (the “DIRECTV Trademark and Style Guide”). Notwithstanding any provision of this Agreement, Contractor’s rights in the DIRECTV Marks shall be limited to those rights set forth here. Contractor shall indemnify and hold DIRECTV harmless from and against any and all costs, expenses (including reasonable attorneys’ fees) and liabilities resulting from a breach of this Section. A breach of this Section shall be deemed a material breach of this Agreement.

     22. Notices. All notices required hereunder shall be in writing and shall be deemed given when personally delivered, when telecopied (with confirmation receipt) if also sent via U.S. first class mail, upon delivery by an overnight courier service, or upon the date of receipt when sent by certified mail, return receipt requested, to the following address or to such other address a party may hereafter designate in writing:

if to DIRECTV:	DIRECTV, Inc.
	Vice President, Field Operations
	8085 South Chester, Suite 300
	Englewood, CO 80112
with copies to:	1) Senior Vice President, Field Operations
	DIRECTV, Inc.
	8085 South Chester, Suite 300
	Englewood, CO 80112
	Fax: (303) 712-4976
	2) Assistant General Counsel
	DIRECTV, Inc.
	8085 South Chester, Suite 300
	Englewood, Colorado 80112
	Fax: (310) 964-4883 Fax: (303) 712-4947
If to Contractor:	SEE EXHIBIT 2.e.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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     23. Proprietary Information and Confidentiality.

          a. Definition. Contractor, its employees, agents and Approved Subcontractors, in carrying out their duties, will have access to certain trade secrets, marketing data, Customer Information as well as certain knowledge concerning the business affairs of DIRECTV, including the terms of this Agreement (collectively “DIRECTV Confidential Information”).

          b. Restricted Use. Neither Contractor, its employees, agents nor Approved Subcontractors may use any DIRECTV Confidential Information for any reason whatsoever (other than to perform this Agreement), including, but not limited to, for its own benefit or for the benefit of a third party or to interfere, or cause interference with DIRECTV and DIRECTV’s customers. Contractor shall ensure that DIRECTV Confidential Information is protected with at least the same degree of care Contractor uses to protect its own information of like nature, but no less than a reasonable degree of care, taking into account the competitive nature of the information. Contractor specifically agrees that all materials (and all copies thereof) relating to DIRECTV, including, but not limited to, all price and specification catalogues, lists of all former and current DIRECTV customers or prospect lists supplied by DIRECTV or generated by Contractor during the course of this Agreement, all administrative manuals, all sales literature, and any and all other information or data related to DIRECTV’s programming services, are the exclusive property of DIRECTV and are to be used by Contractor, its employees, agents and subcontractors solely in the performance of their obligations and duties as described herein, and that such lists and other data are to be returned to DIRECTV immediately upon termination of this Agreement. In addition, to the extent that DIRECTV Confidential Information, per DIRECTV’s instruction, becomes obsolete or outdated, such documentation is to be destroyed pursuant to Paragraph 2.d., above, subject to Contractor’s right to maintain the documentation beyond this date as set forth in paragraph 2.d., above.

          c. Confidentiality Agreements. Contractor agrees that it will require its employees, agents and Approved Subcontractors to sign an agreement that protects DIRECTV at least to the same degree as set forth in this Section before any activity in support of this Agreement is undertaken by such employee, agent or Approved Subcontractor.

          d. No Obligation of Confidentiality. For purposes of this Section, DIRECTV Confidential Information shall not include information: (i) which becomes generally available to the public through no wrongful act of Contractor; (ii) is already lawfully in the possession of Contractor and not subject to an existing agreement of confidentiality; (iii) is furnished to Contractor by a third party free from any duty of confidentiality to DIRECTV; or (iv) is disclosed pursuant to the binding order of a government agency or a court so long as Contractor provides notice to DIRECTV prior to any such disclosure and uses reasonable efforts to obtain confidential treatment for the information.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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          e. Irreparable Damage. Contractor acknowledges and agrees that DIRECTV would be irreparably damaged if Contractor breached any part of this Section and that DIRECTV may take any action, including seeking injunctive relief, to prevent Contractor’s prospective breach or continuing breach of this Section.\

          f. Material Consideration. Contractor acknowledges and agrees that Contractor’s and its employees’, agents’ and subcontractors’ compliance with this confidentiality Section is a material consideration to DIRECTV in entering into this Agreement and the relationship hereby created.

     24. Limitations on Damages. CONTRACTOR AND DIRECTV AGREE THAT THERE WILL NOT BE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     25. Miscellaneous Provisions.

          a. Reservation of Rights. All rights not specifically granted to Contractor in this Agreement are expressly reserved to DIRECTV.

          b. Authority to Execute. Each party represents to the other that the person executing this Agreement on such party’s behalf has the right, power and authority to enter into this Agreement and to perform such party’s obligations under this Agreement and that such execution is binding upon such party.

          c. Waiver. Any failure to insist on the strict performance of any term or condition of this Agreement: (i) shall not be deemed a waiver of such term or condition unless the waiver is reduced to writing and signed by the parties; and (ii) shall not act as a waiver of the right to insist upon strict performance of that term or condition in the future.

          d. Integration. This writing represents the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all previous agreements with respect to the same; it may not be altered or amended, except by an agreement in writing signed by the Parties. Notwithstanding the foregoing, nothing herein shall be construed to supersede or otherwise affect the Parties’ rights and obligations under the Sales Agency Agreement between the Parties.

          e. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to any conflict of law principles.

          f. Jurisdiction and Venue. In the event of any legal action involving this Agreement, the parties agree that exclusive venue shall be where DIRECTV’s corporate headquarters is located. With respect to all disputes under this Agreement, Contractor submits itself to the exclusive personal jurisdiction of the federal and state courts of the State of California.

          g. Headings. The headings of paragraphs in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

          h. No Inference Against Author. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provisions.

          i. Severability. If any part of any provision of this Agreement is invalid or unenforceable under applicable law, the provision shall be ineffective only to the extent of such invalidity or unenforceability without in any way affecting the remaining parts of the provision or this Agreement.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

14

          j. Binding Effect. This Agreement is binding upon the parties hereto, and their respective executors, administrators, heirs, assigns, and successors in interest.

          k. Attorney Fees. In the event of any legal dispute between the parties, the prevailing party shall be entitled to all costs and expenses, including expert witness fees and reasonable attorneys’ fees, at trial and at any appeal therefrom.

          l. Remedies. Subject to the limitations of Section 24, no remedy conferred by any specific provision of this Agreement is intended to be exclusive of any other remedy available to the parties under this Agreement or at law or in equity, whether by statute, rule or otherwise.

          m. Defined Terms. Any defined terms used in the Exhibits to this Agreement shall have the meanings given to them in this Agreement.

          n. Counterpart Signatures. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument.

          o. Survival of Terms. The rights and obligations which, by their terms or nature, extend beyond the termination or expiration of this Agreement, shall survive any expiration or termination of this Agreement.

     IN WITNESS WHEREOF the duly authorized representatives of the Parties hereto have caused this Agreement to be executed as of the day and year first written above.

CONTRACTOR
By:
	Name:
	Title:

DIRECTV, INC.
By:
	Name:
	Title:

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

15

EXHIBIT 1.a.i.

SERVICES/FULFILLMENT SERVICES

Fulfillment Services

•	High Power residential installations, including retail sales agents, DIRECTV Direct Sales initiatives and fulfillment of other acquisition activities
•	Multi-satellite residential installations including PARA TODOS, Local into Local and High Definition
•	Commercial customer installations (upon Contractor’s applicable commercial certification by DIRECTV)
	Grade 1 - Capable of installing up to 4 or 8 IRDs in the same commercial establishment using one multiswitch
	Grade 2 - Capable of installing any number of IRDs in a commercial establishment using multiple multiswitches
	Grade 3 - Capable of building a headend in a commercial establishment that receives DIRECTV programming, converts it to a standard VHF/UHF channel frequency and distributes it to a “cable ready” TV set on a standard UHFNHF distribution system.

Service Work

• Service Calls (including escalated Service Calls from other Contractors)

• Move/transfer installations

• DIRECTV System and other equipment pick-ups (disconnected and downgraded accounts)

• Additional outlet upgrades a Relocates

• Multi-satellite upgrades

• High Definition (“HD”) Antenna Installation

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

16

EXHIBIT 1.a.ii.

FULFILLMENT SERVICE DMAS
(Pursuant to Contractor’s Authorization under Section 1(a) of the Agreement)

This or these DMAs or portions of DMAs are assigned to Contractor on a non-exclusive basis. Work Orders may also be provided to Contractor within zip codes adjacent to, but not within a DMA listed below. Contractor IS NOT AUTHORIZED TO CONDUCT FULFILLMENT OR OTHER SERVICES PURSUANT TO THIS AGREEMENT IN ANY DMAs NOT AUTHORIZED BY THIS CONTRACT OR UNLESS DIRECTED IN WRITING BY DIRECTV.

DMA Assignment

BEND,OR_OR
BILLINGS_MT,WY
BOISE_ID,OR
BUTTE-BOZEMAN_MT
CASPER-RIVERTON_WY
CHARLOTTESVILLE_VA
CHEYENNE-SCOTTSBLUFF_NE,WY
COLORADOSPRINGS-PUEBLO_CO
DENVER_CO,NE,NV,WY
ERIE_PA
EUGENE,_OR
FORTSMITH-FAYETTEVILLE-SPRINGDALE-ROGERS_AR,OK
GLENDIVE_MT
GRANDJUNCTION-MONTROSE_CO
GREATFALLS_MT
HARRISBURG-LANCASTER-LEBANON-YORK_PA
HARRISONBURG_VA,WV
HELENA_MT
HONOLULU_HI
IDAHOFALLS-POCATELLO_D,WY
JOHNSTOWN-ALTOONA_PA
JONESBORO_AR
JOPLIN-PITTSBURG_KS,MO,OK
KANSASCITY KS,MO
LASVEGAS_NV
LITTLEROCK-PINEBLUFF_AR
MEDFORD-KLAMATHFALLS_CA,OR
MISSOULA_MT
PHILADELPHIA 1_DE,NJ,PA
PHOENIX_AZ
PITTSBURGH_MD,PA,WV
PORTLAND,OR_OR,WA
RENO_CA,NV
ROANOKE-LYNCHBURG_VA,WV
SAINTJOSEPH_KS,MO
SALTLAKECITY_ID,NV,UT,WY
SEATTLE-TACOMA_WA
SPOKANE_JD,MT,OR,WA
TUCSON(SIERRAVISTA)_AZ
TWINFALLS_ID
WICHITA-HUTCHINSON_KS,NE
YAKIMA-PASCO-RICHLAND-KENNEWICK_OR,WA

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

17

During the Term, DIRECTV may elect to offer to Contractor additional Services work outside of the DMAs currently listed. Contractor may elect to take on this additional work at its sole discretion. In such case, such additional Services work shall involve Contractor operating as the primary provider in the additional DMA(s) (in such case, a transition of the former primary provider will occur simultaneously) or Contractor operating as the secondary provider with the primary Services provider remaining in the applicable DMA(s).

If Contractor operates as the primary provider in the additional DMA(s), all terms and conditions as set forth herein shall apply to the Services provided. If Contractor operates as the secondary provider, with the primary Services provider remaining in the additional DMA(s), then all terms and conditions as set forth in the Secondary Provider Agreement by. and between Contractor and DIRECTV shall apply to such Services provided by Contractor.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 1.a.iii — Statement of Work

RESIDENTIAL

Standards for all Antenna Type Residential Installations
Customer service requirements for all customer interaction

1.	Phoning the customer and confirming account information and installation times within the scheduled timefrarne established by DIRECTV (at any point during the Term, this task (the “Appointment Verification Call”) shall become the responsibility of DIRECTV upon prior written notice from DIRECTV to Contractor).
2.	Reminder phone call to Customer day of the scheduled appointment
3.	Arrival at customers residence within the designated window of time with the proper ID badge and uniform
4.	Completion of site survey.
5.	Planning the installation with the customer (coaxial cable routing, antenna location and connection of devices) prior to commencement of any work.
6.	Notification to customer and Contractor management of any additional (non-standard / custom) charges prior to commencement of any work.
	PLEASE NOTE THAT ALL NON-STANDARD CHARGES SHALL BE SUBJECT TO DIRECTV’S PUBLISHED “NOT TO EXCEED” PRICING FOR EACH APPLICABLE CHARGE
7.	Cleaning up any mess made during installation and removing it from the customer’s residence.
8.	Activation of DIRECTV service.
9.	Customer education on system operation and features identified in the DIRECTV Customer Education statement of work (min. 20 minutes).
10.	Completion of Installation Checklist and obtaining customers signature certifying the job was completed to their satisfaction.
11.	Leaving your company name and telephone number with the customer enabling them to contact Contractor directly if there are any problems with the installation (business card).

Standard Receiver Hook-Up, Cabling and Antenna Mounting Requirements

1.	Routing and properly attaching coaxial cable following local/NEC codes using DIRECTV approved RG-6 coaxial cable with a max loop resistance at 100 feel of 2 ohms or less.
2.	Routing coaxial cable through all exterior and interior walls, as needed routing of cable through the attic without fishing interior walls is considered standard, Routing of cable through crawlspace and penetrating adjacent floor or wall fishing up to adjacent floor is considered standard.
3.	Grounding antenna system and all coaxial cables to meet Local / NEC requirements.
4.	Installing one DIRECTV System IRD.
5.	Connection to an active telephone line capable of dialing out. There is no additional charge to the customer for installation of a phone jack for this connection.
6.	Mounting of antenna to meet Manufacturers and/or DIRECTV Quality Specifications, whichever is more stringent.
7.	Aligning the antenna for peak signal strength.
8.	Completion of a system test verifying signal strength, access card match and telephone connectivity.
9.	Connection of existing off-air antenna or active coaxial cable drop (enabling TV to function as it had prior to DIRECTV installation).
10.	Connection of co-located devices (VCR, existing surround sound, DVD, video games, etc).
11.	Coaxial cable and fittings must meet DIRECTV specifications and all exterior connections must be weather proofed.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

19

Digital Video Recorder (“DVR”) Summary

1.	Optimize connection to the dual tuners of the DVR system to the DIRECTV receiver using dual independent coaxial cable runs from the LNB or Multiswitch to the receiver’s dual satellite inputs.
2.	Educate the customer with an explanation of the DVR features and initial steps to use the service
3.	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

18”x 20” Antenna/2 or 3 LNB installation

1) System Requirements

a)	Connection of the 110 LNB/Combiner kit when specified or required for a customers programming choices
b)	Proper connection of the multi-sat multi-switch, if required

2) PARA TODOS Requirements

a)	Verification of the receipt and quality of the PARA TODOS channels
b)	Instruction to the customer of where the PARA TODOS channels are located
c)	Instruction on changing the menu language to/from English to Spanish

3) VIP Requirements

a) Includes the following as applicable: All wall fishes, All pole mounts (including coaxial cable drop and bury), non-pen or sled mounts, custom mounts (including but not limited to tripods, under cave, and balcony mounts), diplexers (2), and wireless phone jacks (including base and extensions). Any or all of these are considered standard work on all VIP installs.

4) KA/KU HD Requirements

a)	A BBC (B band converter) must be installed to the “SAT IN” with all H20 IRDs, and two BBC’s must be installed to each of the two “SAT IN” ports on the HR20.
b)	All KA/KU ODU’s must be peaked and aligned according to DIRECTV, Inc. and manufactures’ recommendations, including fine tuning both Azimuth and Elevation Settings.
c)	A Pole Mount is considered standard on all KA/KU ODUs if a pole is the only viable location for LOS (Line of Site)

a. If LOS can be obtained for any KA/KU ODU on the customer’s home using standard installation methods and the customer objects, requesting that the ODU be installed on a Pole Mount, custom charges may be applied

d)	Two monopole support arms must be installed on all wall and roof mounted KA/KU ODUs.
e)	AKA/KU ODU is required for all HD installations.
f)	A DIRECTV approved wideband 6X8 multi-switch is to be used on all KAIKU installs requiring more than 4 lines or on WorldDirect Installs.
g)	A H2O or HR20 receiver is required on all KA/KU HD installs.
h)	Optimize the connection of the HDTV receiver to the HDTV capable/ready TV or adaptive equipment using all cabling supplied with the HDTV receiver, and one standard definition connection to a separate video input
i)	Verification of the receipt and quality of the HDTV channels
j)	Location of available off air HD channels if an off air antenna is installed for HD local programming
k)	Instruction to the customer of where All HDTV channels are located
l)	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

20

5) WorldDirect Requirements

a)	Installation of the 66cm or 87cm WorldDirect ODU
b)	Installation of a 4x4 multi-switch with a single. 66cm or 87 cm ODU with the attached 101 LNB
c)	Installation of a 6x8 multi-switch with a KA/KU, 72.5,or AU2 ODU and WorldDirect ODU
d)	Auto configuration on all standard APG receivers to detect WorldDirect programming
e)	Location of the requested WorldDirect programming in the APG guide
f)	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

6) 72.5 Requirements

a)	Installation of a DIRECTV approved 4x4 multi switch with 2 18” ODU’s
b)	Installation of a DIRECTV approved 6x8 multi-switch with a KA/KU, AU2 ,or WorldDirect ODU
c)	Auto configuration on all standard APG receivers to detect the 72.5 local programming
d)	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

7) Hawaii Requirements

a)	Installation of correct ODU(s) in Hawaii is required:
b)	To acquire the 99°, 101° and 103° satellites requires a 1.2 M ODU
c)	To acquire the 110° and 119° satellites requires a second 1.2 M ODU
d)	To acquire the 95° satellite requires an 87CM ODU
e)	Add the appropriate LNB kits to receive the proper programming per the customer Work Order request.
f)	“Standard IRDs” in AK or Hi are the H20s
g)	A DIRECTV approved wideband 6XB multi-switch is to be used on all Alaska / Hawaii installs requiring more than 4 lines or on WorldDirect Installs
h)	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

8) Alaska Requirements

a) Installation of the correct ODU(s) in Alaska is required.

i) The size of the ODU is determined by Alaska DMA

(1) Juneau 1.2 Meter ODU

(a)	To acquire the 99°, 101° and 103° satellites requires a 1.2 M ODU
(b)	To acquire the 110° and 119° satellites requires a second 1.2 M ODU
(c)	To acquire the 95° satellite requires an 87CM ODU

(2) Anchorage 1.8Meter ODU

(a)	To acquire the 99°, 101° and 103° satellites requires a 1.8 M ODU
(b)	To acquire the 110° and 119° satellites requires a second 1.8 M ODU
(c)	To acquire the 95° satellite requires an 87CM ODU

(3) Fairbanks 2.4 Meter ODU

(a)	To acquire the 99°, 101° and 103° satellites requires a 2.4 M ODU
(b)	To acquire the 110° and 119° satellites requires a second 2.4 M ODU
(c)	To acquire the 95° satellite requires an 87CM ODU

(4) Exceptions can and will be made per DMA and ODU size if a subscriber can be converted and/or installed with a smaller dish size.

ii) At no time will DIRECTV service be installed with an ODU under a I.2Mdish)

(1) Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

21

DIRECTV residential installations include all of the fallowing:

1. Confirmation of installation appointment. DIRECTV recommends that at a minimum, each customer should receive two (2) pre-calls from the retailer’s installer or approved Installation Company prior to any work being performed and one (1) post-call after work has been performed (refer to current “Post Call” P&P). Contact the customer:

• Two (2) to three (3) days in advance of their scheduled installation to confirm both the appointment window and work to be performed.

• Installer or dispatcher should phone the customer on the day of the scheduled appointment to confirm when they will arrive to begin the job. In the event that the agreed upon timeframe is in jeopardy, the customer should be contacted and notified of any changes.

2.	Arrival at customer’s residence within the designated window of time wearing proper ID and uniform.
3.	Completion of a site survey and planning the installation with the customer (coaxial cable muting, antenna location, connection of devices).
4.	Verify services ordered and work to be performed with customer. Any non-standard 1 custom work with incremental costs associated must be communicated and agreed to in writing prior to commencement of installation. See Addendum A for VIP Installs and Addendum B for K.4/KU installs for standard work policy changes for these install types. PLEASE NOTE THAT ALL NON-STANDARD CHARGES OR CUSTOM WORK SHALL BE SUBJECT TO DIRECTV’S PUBLISHED “NOT TO EXCEED” PRICING FOR EACH APPLICABLE CHARGE.
5.	Routing and properly attaching DIRECTV approved RG-6 coaxial cable through external and internal walls, as needed routing of cable through the attic without fishing interior walls is considered standard. Routing of cable through crawlspace and penetrating adjacent floor or wail fishing up to adjacent floor is considered standard.
6.	Any existing coaxial cable must be replaced unless the technician is able to verify the Integrity and the quality of the existing coaxial cable meets DIRECTV’s standards. All pre-existing coaxial cable fittings are to be replaced.
7.	Proper use of DIRECTV-approved drop materials from the DIRECTV Approved Materials List is required. Proper use includes, but is not limited to, the use of approved tools for attachment of all fittings, approved switches or diplexers, approved coaxial cable, approved grounding devices, and approved coaxial cable clips or ties.
8.	All coaxial cable connections and entry points must be properly sealed.
9.	The system must be grounded to meet or exceed Local l NEC requirements.
10.	Properly mounting to customer’s home, aligning and peaking satellite antenna for maximum signal strength. Standard mounting includes, but is not limited to, the root; eave, outside wall, balcony, deck, chimney pole, or ground pole mounts when necessary for line of sight, and tripod and other Non Penetrating mounts. Six lag bolts or anchor screws must be used on all mounting surfaces when available and the use of two monopoles for every KA/KU ODU installed on the roof, wall or other standard location.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

22

11.	The ODU should always be marked on the mast with a permanent marker for tilt, azimuth, and elevation settings after optimal peaking and alignment Only DIRECTV-approved ODUs should be used. See Addendum B and C for ODU specifications for KA/KU (HD Install) and Alaska / Hawaii.
12.	In any market where any programming is required from the 1100 or 119 ° orbital slots, a Triple Sat ODU is required on all installations. The exceptions are: KA/KU installs — see Addendum B — and Alaska / Hawaii installs — see Addendum C.
13.	Proper installation is required of a second 18 inch ODU and integration with the proper DIRECTV-approved multi-switch in all 72.5° markets where local channels have been requested.
14.	Proper installation is required of the WorldDirect ODU (95°) and integration with the proper DIRECTV-approved multi-switch on all WorldDirect installs.
15.	Dual coaxial cable runs are required on all AU2 and 18 inch installs, triple coaxial cable runs are required on all WorldDirect (95°) installs, and quad coaxial cable runs are required on all KA/KU and 72.5° installs from the ODU to the ground block or multi-switch.
16.	Dual coaxial cable must be run to all DIRECTV DVRs.
17.	Installation of one or more DIRECTV System IRDs as indicated on the customer’s Work Order.
18.	All IRDs must be connected to a land-based telephone line or DIRECTV-approved wireless phone jack.
19.	Connection of existing off-air antenna or active cable drop (enabling TV to function as it had prior to DIRECTV installation). This connection may not be diplexed/piggy backed down the coax on any HD install where a KA/KU ODU has been installed, and must be directly run from the off-air-antenna/cable drop to the customer’s existing location(s) and integrated into all HD IRD’s at these same location(s).
20.	Connection of existing co-located devices (VCR / DVD, functioning surround sound, DVD, video games, etc.) and programming the DIRECTV Universal Remote Control to operate all applicable devices.
21.	Completion of a system test verifying signal strength (on all transponders on all required orbital slots), access card match, and telephone connectivity.
22.	Activation of DIRECTV service.
23.	Cleaning up any mess made during installation and removing debris from the customer’s residence. This includes removal-of empty equipment boxes at customer’s request.
24.	Removal of customer’s “DIRECTV-utilized” ODU is considered standard (upon customer request) provided the ODU is attached to the house and is less than one meter in size; non-DIRECTV ODUs may be removed and provided to the customer for disposal at their discretion.

• The ODU mast, reflector and LNB(s) should be removed; however, the foot of the ODU should remain attached to the home.

25. Customer education (minimum 20 minutes required) on the DIRECTV system operation and features including soft and hard resets and on how our system functions with existing customer equipment. Customer education should include but is not limited to; customer’s favorite channels locations, how to set locks and limits, favorite channels set ups, PPV ordering, channel neighborhoods, location of local

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

23

channels, DIRECTV interactive, and programming searches. Inform the customer about channel 114 & 201 (customer information) at the end of the customer education.

• Customer Education on the DIRECTV remote: including but not limited to, how to program the remote, how to navigate using the remote and programming the remote for all existing devices. If the provided codes do not enable the remote to work with the device, a code scan must be performed. All known codes for all devices should be written down for the customer on the receiver manual.

26.	Completion of all applicable forms and obtaining customer’s signature certifying the job was completed to his or her complete satisfaction.
27.	Leaving installation company name and toll free or local telephone number with the customer enabling them to contact the Installation Company directly if there are any problems with the installation.
28.	If, after arriving at a job the installation cannot be completed and is cancelled, the installer must explain to the customer in detail why they were not able to complete the job.

In addition to the above, the following unique requirements apply in these situations:

Addendum A: VIP Professional Installs

Include the following as applicable: wall fishes, customer-requested pole mounts (including coaxial cable drop and bury), non-pen or sled mounts, custom mounts (including but not limited to tripods and balcony mounts), diplexers (2), and wireless phone jacks (including base and extensions). Any or all of these are considered standard work on all VIP installs.

Addendum B: KA / KU High Definition Installs

I.	A BBC “B band converter” must be installed to the “SAT IN” with all H2O IRDs, and two BBC’s must be installed to both “SAT IN” connections on the HR20.
II.	All KA/KU ODU’s must be peaked and aligned according to DIRECTV, Inc. and manufactures’ recommendations, including fine tuning both Azimuth and Elevation Settings.
III.	A Ground Pole Mount is considered standard on all KA/KU ODUs if needed for LOS (Line of Site), ONLY aesthetically requested Ground Pole Mounts are considered custom labor and may be charged to the customer.
IV.	Two monopole support arms must be installed on all wall and roof mounted KA / KU ODUs.
V.	A KA/KU ODU is required on ALL HD installs or upgrades.
VI.	A wideband 6X8 multi-switch is to be used on all KA/KU installs requiring more than 4 lines or on WorldDirect Installs.
VII.	A 1-120 and/or HR20 receiver is required on all KA/KU HD installs.

Addendum C: Alaska / Hawaii Installs

I. Installation of correct ODU(s)in Alaska / Hawaii is required:

a.	To acquire the 99°, 101° and 103° satellites requires a 1.2 M 0AU (1.8 M in some areas)
b.	To acquire the 110° and 119° satellites requires a second 1.2 M ODU (1.8 in some areas)
c.	To acquire the 95° satellite requires an 87CM ODU
d.	Add the appropriate LNB kits to receive the proper programming per the customer Work Order request.

II. “Standard IRDs” in AK or Hl are the H20s, standard DVRs are HR20s.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

24

III. A wideband 6X8 multi-switch is to be used on all Alaska / Hawaii installs requiring more than 4 lines or on WorldDirect Installs.

Addendum D: DIRECTV on Demand installs

I. Installation of Internet connection to HD DVR

a.	A DIRECTV approved Ethernet adapter must be installed to an available Ethernet connection at the customer’s router.
b.	A DIRECTV approved Ethernet adapter must also be installed to Ethernet port on the back of the DIRECTV HDDVR.
c.	The DIRECTV HDDVR must be configured to connect to the DIRECTV on Demand service.

In no event shall Contractor skip any of the above steps when installing a Customer within an MDU structure which has been previously wired for L-band distribution of the DIRECTV Service (an “MDU Resident”). All such MDU Residents must receive signal from his/her own installed antenna. If an antenna cannot be installed for any reason, the Work Order is to be cancelled and the MDU Resident is to be informed that he/she needs to contact the building manager in order to receive information about receiving the DIRECTV Service.

Advanced Products Installation Checklist

1.	DVRs require continuous phone connections without exception
2.	For-all Advanced Product installations or upgrades you will need the following:

a.	F fittings
b.	Single RG6 coaxial cable
c.	* Dual Line RG6 coaxial cable
d.	* Dual Ground Blocks
e.	Standard tools
f.	Spare Dual LNB

3.	If a customer currently has an 18” ODU with a single LNB and they are keeping the 18” ODU it will have to be upgraded to a dual LNB prior to any other steps.
4.	Each advanced product requires 2 ports. Each standard receiver requires 1 port. Sum the ports to determine the switch configuration needed. Examples:

a.	1 advanced product and 2 standard receivers = 4 ports
b.	2 advanced products and 1 standard receiver = 5 ports

5. If the customer’s equipment will use a 18” ODU and will require:

a. 2 ports — DUAL LNB

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

25

b.	3 to 4 ports — 3x4 multi-switch
c.	5 to 8 ports — 4x8 POWERED multi-switch

6. If the customer’s equipment will use a 18”x20” ODU and will require:

a.	2-4 ports — Use existing switch or built in switch KaKu or AU2 ODU
b.	5 to 8 ports —

i.	Use a 4x8 of 6x8 (Ka/Ku,72.5, or WorldDirect customers) multi-switch
ii.	2 dual ground blocks or 1 quad ground block
	The DIRECTV residential Customer Education includes the following:

29.	The technician must follow all guidelines regarding proper materials and installation practices set forth in the standard residential statement of work.
30.	Completion of a site survey and planning the installation with the customer (Coaxial cable routing, antenna location, connection of devices). The Technician must verify approval of the installation and explain why the ODU is mounted in the best possible location and explain and receive written approval for all customer installation charges.
31.	The technician is required to provide and review the “Welcome kit” with the customer.
32.	Customer education on the 1RD, Remote control and Programming must include the following:

a)	How to perform soft and hard resets of the 1RD
b)	How to access and navigate through the IRD guide.
c)	How to change inputs on TV or AV receiver for viewing of DIRECTV or other customer equipment.
d)	How our DIRECTV system functions with existing customer equipment including how to record on a VCR, how to play a DVD, and how to use surround sound.
e)	How to set locks and limits
f)	How to order PPV
g)	Location of local channels including XM music channels
h)	DIRECTV interactive how to use and navigate
i)	Explain usage and location of all mix channels
j)	How to do programming searches.
k)	How the Caller ID works and how to disable or enable the caller ID and check previous call in phone numbers.
1)	Inform the customer about the customer information channels (114), (201) at the end of the customer education.
m)	How to access games, when applicable
n)	How to navigate using the remote in the guide
o)	How to program the remote for all existing devices and how to program new components to the DIRECTV remote.

a. All known codes for all devices should be written down for the customer on the receiver manual.

p) How to navigate the menu using the remote including info and test screens

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

26

q) How to check signal strength

33.	Completion of all applicable forms and obtaining customer’s signature certifying the job was completed to his or her satisfaction.
34.	Leaving installation company name and toll free or local telephone number with the customer enabling them to contact the Installation Company or installer directly if there are any problems with the installation.
35.	Final walk through with the customer showing ODU location, Multi-switch location and type of multi-switch if applicable, and all receiver locations.
36.	If, after arriving at a job the installation cannot be completed and is cancelled, the installer must explain to the customer in detail why they were not able to complete the job.
37.	Customer Education should be a minimum of 20 minutes .
38.	Ask customer if they are completely satisfied and if there is anything else they require.

Addendum A: DVR Customer Education

I.	How to record programming
II.	How to pause rewind and fast forward using the remote
III.	30 second skip
IV.	Setting up series link
V.	How to access and delete recorded programming from “My VOD”
VI.	How to check to do list
VII.	PPV purchasing and recording including the ability to record and watch later
VIII.	Show the customer the location of the DVR plus channel 1000 and explain the future location of DIRECTV plus welcome video in showcases.

Addendum B: KA/KU HD installs Customer Education

I.	Off air antenna channel location and integration
II.	Importance of the BBC for programming reception
III.	How to change display mode
IV.	HD channel locations including local channels where available
V.	How to change TV Format
VI.	HD DVR should encompass a combination of HD installs and DVR installs

Addendum C: EarthLink Customer Education

I.	How to install and configure modem
II.	How to connect and reset the modem
III.	How to check wireless Signal strength
IV.	How to troubleshoot connectivity

Addendum D: Wild Blue Customer Education

I.	How to install and configure the software
II.	How to connect and reset the modem
III.	How to check Signal strength
IV.	How to troubleshoot connectivity

Addendum F: DIRECTV on Demand Customer Education

I.	How to install and configure the DIRECTV Ethernet adapter to the customer’s router and HDDVR
II.	How to connect to the DIRECTV on Demand service on the HDDVR
III.	How to identify if the DIRECTV approved Ethernet adapter is functioning.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 2.c.

PERSONNEL, VEHICLES AND UNIFORMS

     A. Personnel. With respect to any employee or Approved Subcontractor, as defined below, who is assigned by Contractor to perform its duties under this Agreement, any part of which requires entrance by the employee onto property owned or rented by a DIRECTV customer, or any other citizen of the community, Contractor warrants that such individual is qualified, able and suitable to perform the duties assigned in a good, professional and workmanlike manner and with care and concern for DIRECTV, DIRECTV’s customers, third parties and any of their property, and that they have successfully completed SBCA Certified Installer Training (or other DIRECTV-approved training program) and have been otherwise properly trained to perform and provide the Services hereunder (Services could expand requiring specific DIRECTV training). Specifically, Contractor shall only allow those employees and Approved Subcontractor technicians who have successfully completed the applicable DIRECTV-approved training program to perform those Services which require a certain minimum level of training (i.e., Grades 1-3 DIRECTV commercial installation certification). In the event that Contractor is considering offering employment to an individual then currently employed by another installation and service contractor of DIRECTV, Contractor shall inform DIRECTV of this decision prior to any offer of employment being made. Throughout the Term, Contractor shall maintain an accurate database setting forth the skill sets and training programs completed by each of its technicians and such data shall be subject to independent review by DIRECTV pursuant to Section 2.d of the Agreement. Contractor shall, throughout the Term of the Agreement, maintain a minimum one-to-twenty (1-20) supervisor to technician ratio, including Approved Subcontractors, in each individual market that Contractor operates. In addition, Contractor hereby agrees to include a reasonable background check and drug screen on potential employees (including both new individuals and former employees who desire to return to Contractor) within its standard hiring/operating policies with respect to those individuals whose employment shall include performing the Services. Both the individual employee background checks as well and the results of negative drug screen shall be made available to DIRECTV upon reasonable notice to verify compliance. Specifically, Contractor shall ensure that:

          (i) such individual has been required to take a 5-panel drug screening test for those controlled substances as dictated by Contractor and the results of the test were negative prior to the offering of employment;

          (ii) a federal, state and county (including city, if applicable) criminal background check was performed on such individual (including sex offender database check) and the check revealed no (a) convictions for felonies, (b) (commencing May 1, 2007), misdemeanor convictions related to violence or sex offenses, or (c) other information which would indicate that the individual is a danger to DIRECTV, its customers, third parties or any of their property; and

          (iii) a social security number verification and DMV record review has occurred.

     B. Subcontractors. In no event shall Contractor appoint or allow any third party or subcontractor (each a “Subcontractor) to perform and provide any Services prior to (i) that Subcontractor providing to Contractor evidence of a reasonable background check and drug screen of each of its Services-providing technicians which is no less stringent than those requirements for Contractor as set forth above (Contractor to maintain on file all Subcontractor technician background checks and negative drug screen results available for audit by DIRECTV), (ii) that Subcontractor receiving and successfully completing SBCA Certified Installer Training (or other DIRECTV-approved training program) for each applicable technician, as determined by DIRECTV in its sole discretion and (iii) receiving an approval from DIRECTV (each an “Approved Subcontractor”), which approval may or may not be granted in DIRECTV’s discretion; provided, however, that in any DMA in which Contractor is authorized to perform the Services, Contractor shall not permit Approved Subcontractors to perform more than [****] of Contractor’s aggregate Work Orders in any particular DMA in any given accounting month during the Term,

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

28

without the prior written approval of DIRECTV. In the event Contractor engages or otherwise utilizes Approved Subcontractor(s) in the performance of Services as set forth herein, Contractor shall cause such Approved Subcontractors) to comply with and abide by the terms, conditions and restrictions imposed upon Contractor as set forth in this Agreement, including all attachments and exhibits related thereto; provided, however, that Contractor shall be solely responsible for the methods, techniques, sequences, and procedures of the Services to be provided hereunder and the timely completion of each Work Order performed by such Approved Subcontractor(s), if any; provided, further, that the utilization of a Subcontractor may be expressly forbidden pursuant to the specific terms of the attached Statement of Work applicable to the contemplated Service. On a monthly basis, Contractor shall be obligated to provide to DIRECTV, a written list of its Approved Subcontractors who actually performed Services. All Approved Subcontractor usage data provided to DIRECTV shall be subject to verification by DIRECTV as set forth in paragraph 2.g. In addition, each Approved Subcontractor shall be identified in CSG Workforce Express, or any successor system, such that DIRECTV may at all times determine the labor capacity of each such Approved Subcontractor. DIRECTV, in its sole discretion and upon notice to Contractor, may terminate the Approved Subcontractor status of any such third party or subcontractor and Contractor may not engage or otherwise utilize such third party or subcontractor in the performance of Services as set forth herein unless and until DIRECTV, in writing, reinstates such third party or subcontractor as an Approved Subcontractor, if ever. In addition to Approved Subcontractors who shall be performing Services hereunder, Contractor may elect to deploy third parties with respect to certain call center and/or data management activities. In no event shall any such third party vendor have access to any DIRECTV Confidential Information, as defined in Section 23.a. of the Agreement, prior to DIRECTV’s (i) written approval of such third party ‘vendor, and (ii) receipt of a fully executed confidentiality agreement, including terms and conditions materially consistent with Section 23, by and between Contractor and such third party vendor (at which point such third party vendor would become an Approved Subcontractor).

     C. Identification Cards. Contractor, at its own expense, will provide identification badges to be worn by personnel, including Approved Subcontractors, engaged in the performance of Contractor’s duties under this Agreement. DIRECTV shall provide Contractor with a generic ID card template to be used. Such badges will include the name, address and telephone number of Contractor, in addition to a photograph and the name of the individual wearing the badge. The identification badges will be displayed by all Contractor personnel at all times while performing the Services and shall indicate that the installer is an authorized DIRECTV installer. In addition, installers and maintenance personnel will present a professional appearance at all times and will wear DIRECTV uniforms, as set forth below. Qualifications for performance shall include, but not be limited to, customer-relations skills, technical skills and adherence to dress standards. Employees shall identify themselves as Contractor’s employees, not DIRECTV employees, in any circumstance where identification is necessary.

     D. Vehicles, DIRECTV requires that no less than eighty percent (80%) of all Work Orders performed shall be carried out by technicians driving vehicles meeting DIRECTV’s standards. Therefore, Contractor’s aggregate vehicle fleet, including those vehicles used by any Approved Subcontractor shall consist of no less than eighty percent (80%) of new or like-new and damage-free, OSHA-compliant, white vans or trucks with matching, white truck-bed shell. In addition, while no more than twenty percent (20%) of all vehicles, either HSP or Approved Subcontractor or both, may be a color other than white, each such vehicle shall be new or like-new and damage-free, OSHA-compliant vans or trucks. DIRECTV’s specific standards as to what shall constitute new or like-new, as well as the trademark guidelines, shall be clearly set forth within the DIRECTV vehicle approval policy.

Failure by Contractor to meet this fleet requirement shall be considered a material breach of this Agreement. Only vehicles owned or leased as well as insured by Contractor, or the Approved Subcontractor, if applicable, will be considered for eligibility under the minimum fleet requirement. Contractor shall clearly identify all vehicles and other major equipment operating under the authority of this Agreement with Contractor’s name and phone number as a service provider for DIRECTV or such other entity as DIRECTV may reasonably direct. Contractor shall display the DIRECTV logo on all vehicles and other major equipment it operates under this Agreement in accordance with the terms hereof and in accordance with the terms of the trademark and logo guidelines provided by DIRECTV. In the event that DIRECTV creates a van “wrap” displaying the DIRECTV logo and/or other marketing

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

29

or promotional messages related to the DBS service, Contractor shall be required to purchase and install such wrap for each fleet vehicle required hereunder. In no event shall Contractor modify in any way the wrap (including, but not limited to, listed phone numbers on any part of the wrap) without the prior written approval of DIRECTV. In addition, any vehicle used by an Approved Subcontractor that displays the DIRECTV logo shall (i) clearly identify the vehicle as a contractor vehicle (including the phone number of the Approved Subcontractor), and (ii) only be in the form of a magnetic decal which shall be removed by the Approved Subcontractor at all times when such vehicle is not performing services on behalf of DIRECTV. In no event shall Contractor place, or allow any Approved Subcontractor to place, any DIRECTV markings on any vehicle not meeting the standards as set forth in the vehicle approval policy. All vehicles used by Contractor in the performance of the Services shall be kept clean and shall be maintained in accordance with reasonable standards specified by Contractor.

     E. Uniforms. Contractor shall require that all of its technicians, including all Approved Subcontractor technicians, performing Services within the residences or commercial establishments of DIRECTV customers wear no less than the approved DIRECTV shirt and cap while performing the Services. In addition, all technicians shall wear DIRECTV-approved pants while performing any Services. Such shirts or caps shall be offered to Contractor from DIRECTV, or its agent, at DIRECTV’s published prices. All other DIRECTV uniform items (including jackets) may be purchased by Contractor from DIRECTV, or its agent, at its discretion, but shall not be required attire under this Agreement. Notwithstanding the foregoing, Contractor may, on its own, purchase collared, uniform shirts from a third party and shall affix a DIRECTV logo/patch, at Contractor’s sole cost, in the exact same manner and appearance as is provided with the DIRECTV shirts; provided, however, that DIRECTV shall approve such shirt prior to implementation by Contractor (DIRECTV’s approval shall be based on the proposed shirt’s reasonable similarity to the uniform shirt provided by DIRECTV with respect to color and style).

     F. Personal Grooming Standards. Contractor shall ensure that all technicians (both employees and contracted Authorized Subcontractors) strictly adhere to the DIRECTV Personal Grooming Standards, as set forth in the Policies and Procedures.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 2.e.
CONTRACTOR CONTACT LIST

180 Connect, Inc.
Attention: Zach McGuire
Phone: (303) 395-8865
Facsimile: (888) 298-9994
E-mail: zmcguire@ironwoodcommunications,com

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 3.

CONTRACTOR INSTALLATION & SERVICE RESPONSIBILITIES

     a. General. Contractor shall, (i) furnish all necessary materials, labor, tools, and equipment required for the successful completion of each Fulfillment Service hereunder; (ii) during the course of performing a Fulfillment or Service Work Order, avoid the accumulation of excessive, unsightly, or dangerous waste material, and shall ensure the orderly removal and disposal thereof; (iii) furnish and pay for all required licenses and permits, and post any bonds or security required under applicable laws, with respect to all Services performed by Contractor; (iv) be solely responsible for the methods, techniques, sequences, and procedures of DIRECTV System installation and other Services, if any, and the timely completion of each Work Order; (v) provide information regarding such DIRECTV System installation and other Services, if any, as reasonably requested by DIRECTV, in a format reasonably acceptable to DIRECTV; and (vi) abide by all local, state and Federal laws, statutes, rules, regulations and ordinances including applicable Consumer Protection Acts. In all of its activities as a representative for DIRECTV, Contractor shall conduct itself in a commercially reputable and ethical manner and shall engage in no deceptive sales practice or other practice which impugns DIRECTV’s reputation and goodwill.

          (i) Customer Ownership. In performing and providing the Fulfillment Services for DIRECTV customers, Contractor shall not obtain any ownership or otherwise any right to such DIRECTV customers or customer information related thereto (collectively, the “Customer Information”). As between DIRECTV and Contractor, the Parties agree and acknowledge that the Customer Information is confidential information of DIRECTV, and the use and dissemination of such Customer Information shall be subject to Section 23 herein.

          (ii) Training. Contractor agrees to provide at all times a qualified and fully-trained administrative, installation, and service staff. In performing and providing the Services hereunder, Contractor agrees to develop and implement at its expense adequate training programs based on specifications provided by DIRECTV (such specifications to include minimum classroom and field training requirements), and Contractor shall attend all training programs requested by DIRECTV. In addition, DIRECTV, in its sole discretion, may produce and distribute to Contractor, certain training materials by video broadcast or in video tape or CD ROM format. Such materials shall be made available to all technicians, including Approved Subcontractors by Contractor, Contractor shall provide a “hands on” training facility at each warehouse / plant location where eight (8) or more technicians report on a regular basis (daily or weekly). “Facility” shall be defined as a permanent, or mobile unit that includes, but is not limited to, IRD(s) (including advanced services), ODU(s), television, VCR/DVD, wiring diagrams, cable, drop materials, and specific tools used in DIRECTV installation and service. Contractor acknowledges and agrees that its provision of certain Services shall require the completion of specific training programs necessary to perform the tasks as set forth in the applicable Statement of Work. Certain training sessions or materials shall require that Contractor obtain signatures from each technician that may be scheduled to perform the Services addressed in the particular training session. Contractor shall maintain records establishing training dates identified by applicable subject matter, attendees and pass/fail records for all technicians involved in such training session. Such proof of receipt of training via technician signatures shall be subject to audit by DIRECTV.

     b. Installation and Service Specifications.

          (i) Contractor agrees that all Services provided by Contractor pursuant to this Agreement will be performed in a good and workmanlike manner in accordance with this Agreement, including the applicable Work Order and the Policies and Procedures. Contractor and Approved Subcontractors shall thoroughly study and know the contents of such Policies and Procedures and shall keep the most current form of such Policies and Procedures in their vehicles at all times as a reference source.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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          (ii) Contractor warrants the quality and workmanship of all Services for the first twelve (12) months from the date of provision of such Services (unless otherwise set forth in the applicable Statement of Work), and shall timely repair or fix any defects in the Services provided, or otherwise re-perform the Services during the said time period without charge to DIRECTV or the customer.

          (iii) In the event that Contractor materially breaches the obligations in the provision of the Services hereunder, in addition to the termination and other rights DIRECTV may have hereunder, Contractor shall be responsible and liable for all costs and expenses incurred by DIRECTV in properly providing the Services and inspecting Contractor’s work; provided, however, that Contractor shall be solely liable for any damage to private or public property resulting in its provision of the Services, irrespective of the date on which such damage may manifest itself, and shall indemnify DIRECTV with respect to any such claims pursuant to section 18 hereunder.

          (iv) Contractor will obtain appropriate information and required locations with respect to the location of buried cables and utilities prior to performing any excavation or underground work and will locate, expose and protect from damage all existing underground facilities, including electrical, telephone, water, gas, sewer or other utilities. All location services must be performed in a timely manner to enable Contractor to meet the performance standards set forth herein.

          (v) In all installations of DIRECTV Systems where the customer has a phone tine, whether working or not, Contractor shall use the phone line to connect each and every DIRECTV IRD in such DIRECTV customer’s premises. Contractor shall make every effort to have the DIRECTV IRD successfully pass a phone test and receive an impulse authorization. Contractor’s performance in connecting to the phone line, FOR NEW INSTALLATIONS ONLY, may result in incurring a chargeback if the percentage of non-responding IRDs, as measured on a monthly basis, exceeds 40% of all IRDs activated during new installations by Contractor that month.

          (vi) Contractor shall utilize only those contractual forms/agreements to be signed by DIRECTV customers upon installation/activation as prescribed by DIRECTV (the “DIRECTV Forms”). No modification to such DIRECTV Forms shall be permitted without DIRECTV’s prior written consent. With respect to each Service provided by Contractor hereunder, Contractor agrees that it will complete and obtain copies of the applicable DIRECTV Forms and will timely process and file the hard copies of such DIRECTV forms in accordance with DIRECTV procedures. Contractor shall provide the original or a copy of each completed DIRECTV Form to DIRECTV upon DIRECTV’s request.

          (vii) Upon completion of a Fulfillment Service, Contractor shall remove all of its tools, equipment and materials from the area, will leave the area clean and ready for use and shall restore the area to the same condition as it was prior to the performance of the Services.

          (viii) On a monthly basis, Contractor shall quality-inspect no less than three (3) separate jobs performed by each of Contractor’s employed technicians and identified by a valid “QC” Work Order, during the preceding calendar month and such work shall have a Quality Control pass rate of at least [****] (based on the “Quality Control Form” included in the Policies and Procedures as provided by DIRECTV). In addition, Contractor shall quality inspect no less than three (3) separate Work Order jobs performed by each technician employed or contracted to each Approved Subcontractor and identified by a valid QC Work Order during the preceding calendar month and such work shall have a Quality Control pass rate of at least [****]. Each inspection must include no less than one quality control picture of the DIRECTV System antenna at each inspected project, which pictures shall be maintained by Contractor in a neat and organized file, and forwarded to DIRECTV along with Contractor’s inspection reports upon DIRECTV’s request. For each inspection, Contractor shall use the form issued by DIRECTV as the same may be reasonably modified by DIRECTV from time to time. Said form, along with the name of the technician being inspected and the date of inspection shall be filed within Contractor’s applicable field office and available for review by DIRECTV. Contractor shall, subject to customer’s availability, immediately make necessary repairs based on such inspection without additional compensation from DIRECTV or the applicable

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

33

DIRECTV customer (if the customer is not available for repairs during the inspection visit, Contractor shall schedule its own appointment with the customer in order to repair the. DIRECTV installation as quickly as possible). Any and all quality inspection of the Services provided hereunder shall be performed by an employee of Contractor (supervisor or above) other than the employee or the individual who actually performed such Services. In no event shall an Approved Subcontractor perform any quality inspection on behalf of Contractor. Any failure by Contractor to perform the minimum number of inspections as required hereunder and/or failure to achieve the minimum pass rate for such work inspected) for two consecutive measuring periods shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, DIRECTV reserves the right conduct its own inspections of Contractors work. In the event that DIRECTV reasonably determines that the Services were not substantially performed pursuant to DIRECTV standards, DIRECTV shall issue a non-pay Service Call Work Order requiring Contractor to promptly return and perform the needed service.

          (ix) In the event of a Service Call Work Order requiring the deployment of DIRECTV Hardware, Contractor shall use commercially reasonable efforts to use refurbished DIRECTV Hardware (packaging will identify receivers as new or refurbished) as opposed to new DIRECTV Hardware. It shall be Contractor’s responsibility to manage its supply of refurbished DIRECTV Hardware and timely order additional materials when needed.

     c. Ancillary Work. In some instances DIRECTV customers, or the recipient of the Services provided hereunder, may contract with Contractor to provide ancillary services related to the Services, but not specifically called for by DIRECTV within the Work Order (“Ancillary Work”). For purposes of an example only, such Ancillary Work may include the installation or relocation of an of air antenna, the running of additional cable or a sidewalk bore. In the event Contractor agrees to provide such Ancillary Work, the actual rates for such services shall be negotiated and agreed to in writing by customer and the Contractor prior to the commencement of such Ancillary Work. The rates for such Ancillary Work may be included in the DIRECTV “Not To Exceed” pricing list set forth in the P&P. To the extent that the requested Ancillary Work is listed, pricing must be in accordance with DIRECTV’s then-published pricing. In such event, Contractor is operating as an independent contractor and is not an employee or agent of DIRECTV nor shall DIRECTV be a party to such transaction. In no event shall DIRECTV be responsible for the performance of Contractor with respect to any Ancillary Work nor shall DIRECTV warrant or guarantee the performance of Contractor with respect to the Ancillary Work. In performing Ancillary Work, Contractor shall provide customer reasonable written notification within its contract or work order form that DIRECTV is not the party providing the Ancillary Work. Notwithstanding the foregoing, Contractor warrants the quality and workmanship of all Ancillary Work for no less than first twelve (12) months from the date of provision of such service, and shall repair or fix any defects in the Ancillary Work provided, or otherwise re-perform the services during the said time period at no additional charge to the customer. In addition, Contractor agrees to charge the customer no more than reasonable market rates for the specific services provided (see DIRECTV’s recommended rates for Ancillary Work in the P&P, as defined in Section 2.4 of Exhibit 3.i.) .

     d. Materials,. Contractor shall provide, at its own expense, all materials necessary to complete the Fulfillment Service hereunder (the “Drop Materials”). Exhibit 3.d., attached hereto and incorporated herein, contains a list of Drop Materials that Contractor shall possess throughout the Term.

     e. Response Times.

          (i) Scheduling. Prior to receiving connectivity with DIRECTV’s customer management system, as described in Section 2(a) above, Contractor shall have sufficient labor available to meet DIRECTV’s response times as set forth below no less than 95% of the time, as measured monthly on a per-DMA basis (subject to the impact of force majuere events, as shall be reasonably determined by DIRECTV), and shall inform DIRECTV’s dispatcher weekly of Contractor’s availability on a 90-day rolling forecast. After receiving connectivity with DIRECTV’s customer management system, Contractor agrees to enter, monitor and maintain a specified amount of time, seven (7) days a week, for morning appointments and afternoon appointments (or that appointment window as

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

34

dictated by DIRECTV should DIRECTV elect to shorten the appointment window) on the scheduling management system for each assigned area to Contractor for Fulfillment Service responsibilities, during which Contractor will be available to respond to Fulfillment Service Calls scheduled in the system (the “Scheduling Quota”). Contractor agrees to maintain the Scheduling Quota for thirty (30) days in advance of each day, regardless of fluctuations clue to DIRECTV promotions or otherwise. Contractor shall manage the Scheduling Quota and its technical personnel work schedules so that certain time frames, as are determined by DIRECTV, are always available to DIRECTV customers for the following:

          (a) Installation Requests (including primary and additional outlet installations, upgrades, reconnects, antenna/outlet relocations and move/transfers): Appointment always available within seventy-two (72) hours of DIRECTV’s or DIRECTV customer’s request;

          (b) Service Call Requests (including all maintenance and repair calls): Appointment always available within twenty-four (24) hours of the creation of the applicable Service Call Work Order by DIRECTV (or the specific date requested by the DIRECTV customer if beyond the next day); and

          (c) Equipment Retrieval Requests: If applicable, appointment always available within seventy-two (72) hours of DIRECTV’s or DIRECTV customer’s request.

With respect to all scheduling, Contractor shall be required to maintain current, valid individual technician information (e.g., name, skill-set, shift, etc.) on a daily basis. For the purposes of this section, “available” shall mean that Contractor shall have no less than fifteen percent (15%) quota availability for the applicable DMA, as measured by the past average monthly quota.

          (ii) Installations.

               (a) Contractor shall be fully prepared to perform and complete all assigned, scheduled Fulfillment Service appointments on the scheduled date and within the scheduled appointment window, even if Contractor is unable to confirm such appointment with the DIRECTV customer. If a DIRECTV customer is not at the premises at the time of a scheduled appointment, Contractor shall leave a missed appointment door hanger, which shall be provided at Contractor’s sole expense and such door hanger shall contain Contractor’s name and phone number and such other information as requested by DIRECTV. Such door hanger must be pre-approved in writing by DIRECTV in accordance with the terms of this Agreement.

               (b) In the event that Contractor is unable to perform and complete all assigned, scheduled Fulfillment Service appointments on the scheduled date and within the scheduled appointment window, Contractor shall promptly contact the DIRECTV customer by telephone to notify the DIRECTV customer of the scheduling problem prior to the scheduled appointment time. Contractor shall promptly reschedule the appointment at the earliest time convenient to the DIRECTV customer, indicate the rescheduled appointment and the reason(s) therefor on its scheduling calendar; provided, however, that DIRECTV reserves the right to, upon notice to Contractor, immediately reassign such Fulfillment Service Work Order to another party in the event that such Work Order was not timely performed due to Contractor’s fault. In such case, Contractor shall not receive any compensation related to such Service and may, pursuant to Exhibit 3.e.(v), subject Contractor to a charge as a result of the missed appointment.

               (c) All Fulfillment Services shall be completed as scheduled,

          (iii) Maintenance and Service Calls. All maintenance and Service Calls dispatched to Contractor by DIRECTV shall be completed as scheduled. In the event that Contractor does not meet the “no later than next day” window for Service Calls, DIRECTV shall have the right to transfer the Work Order to another party and to charge Contractor for service work in the amount incurred by DIRECTV for the transferred Service Call Work Order. Contractor shall be required to bring back to specification any installation of a DIRECTV System found to be out of specification, regardless of the original nature of the Service Call.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

35

          (iv) Rescheduling. In the event DIRECTV customer requests a rescheduling of an appointment through Contractor, Contractor shall promptly notify DIRECTV of such request and the rescheduled appointment time and date. Contractor shall monitor all rescheduling of Work Orders by DIRECTV and shall complete the rescheduled appointment pursuant to the terms as set forth herein.

          (v) Performance Standards; Customer Interviews. Contractor shall be required to meet the performance standards (the “Performance Standards/Chargebacks”) described herein and as set forth in Exhibit 3.e.(v). In addition to the specific Performance Standards, DIRECTV shall interview by phone or other method, any number of newly-installed customers to obtain feedback on such customer’s overall installation experience as provided by Contractor (“Customer Interviews”). Such Customer Interviews will address issues including, but not limited to, installation scheduling and performance, technician neatness (uniform compliance) and professionalism, DIRECTV Service demonstration by the Contractor technician, and costs related to Ancillary Work, if any. Contractor, at its sole cost, shall be required to provide retraining (as provided by DIRECTV) of all Contractor technicians should DIRECTV reasonably believe that Contractor’s technicians are performing in a substandard manner with respect to any particular process within the overall installation experience. Any particular data collected regarding Contractor appointment scheduling shall be included in the applicable monthly calculations by DIRECTV of the Performance Standards.

     f. Equipment Retrievals. When a DIRECTV System receiver is replaced by Contractor during a Service Call, Contractor shall retrieve the old receiver, including the access card, from the DIRECTV customer and Contractor shall promptly forward the old receiver and access card to DIRECTV’s hardware reburbisher. DIRECTV will monitor the number of receivers activated upon a receiver swap against the number of used receivers returned by Contractor. To the extent that the number of returned receivers is materially less than the number of those newly activated pursuant to the receiver swap, DIRECTV, in its sole discretion, reserves the right to charge Contractor back for a reasonable amount of this loss.

     g. Education: Customer Follow-up. Contractor shall, at the time of installation of a DIRECTV System, provide each DIRECTV customer with adequate customer education, as set forth in Exhibit 1.a.iii, regarding the use and operation of DIRECTV System. During each Service Call, Contractor personnel shall provide DIRECTV customers with adequate education regarding the nature of the problem leading to the maintenance or other Service Call and the resolution of such problem. Such customer education shall include no less than Contractor personnel performing each step set forth in the Installation Checklist, attached hereto and incorporated herein as Exhibit 3.g. Contractor shall collect from each applicable customer a completed Installation Checklist signed by customer and such checklists shall be kept on file at Contractor’s applicable office for DIRECTV’s review. In addition, Contractor shall outbound phone call or otherwise contact one hundred percent (100%) of the customers serviced by Contractor under (i) the “repeat service call within 60 days” scenario, (ii) a rescheduled call and (iii) any canceled job each month in order to verify the level of performance provided by Contractor’s technicians. DIRECTV shall provide to Contractor recommended questions to be posed in such customer contacts. Such data shall be subject to audit and review by DIRECTV.

     h. Property Damage Claims; Other Claims; Injuries. Contractor shall notify DIRECTV’s designated contact person in writing within twenty-four (24) hours of each known incident in the course of its installations or performance of other Services hereunder resulting in property damage or some other claim. Contractor shall promptly investigate all such incidences and reach resolution satisfactory to DIRECTV and the DIRECTV customer or other affected party as soon as possible upon notice and not later than that time period set forth in the Policies and Procedures. During the course of the investigation, Contractor shall provide periodic status reports to DIRECTV’s designated contact person within the DIRECTV Home Services Damage Claim Department. To the extent that Contractor does not comply with this Section 3(h) (or the applicable Policies and Procedures) or for whatever other

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

36

reason DIRECTV deems it necessary to take any action to investigate, defend, or resolve any such incidences, DIRECTV shall have the right to charge back, invoice or otherwise recoup the costs of such investigation, defense and resolution from Contractor pursuant to the terms of the Damage Claim section of the Policies and Procedures. In addition to a chargeback equal to DIRECTV’s actual costs associated with its resolution of a Contractor-caused damage claim, DIRECTV shall also charge Contractor an administrative fee equal to [****] for each damage claim that DIRECTV is left to resolve as a result of Contractor’s inability to timely address. Notwithstanding the foregoing, all allegations of bodily injury, other than those covered under Workers Compensation laws, must be immediately reported in writing to DIRECTV’s designated contact person.

     i. DIRECTV System Hardware sold to Contractor by DIRECTV. Throughout the Term of the Agreement, DIRECTV may require that Contractor purchase DIRECTV Hardware or System components such as an ODU and/or LNB from DIRECTV and deliver and provide Services for such DIRECTV System Hardware specifically in the fulfillment of DIRECTV offers. Such DIRECTV Hardware and/or System components purchased by Contractor would then be purchased back by DIRECTV upon the deployment by Contractor of the specific material as documented in the applicable Work Order. The purchase by Contractor (as well as the re-purchase by DIRECTV) of DIRECTV System and/or component inventory, including the execution and filing of applicable UGC statements shall be performed in accordance with the terms and conditions of such arrangement as hereby set forth in Exhibit 3.i. Exhibit 3.i. may be amended from time to time by the mutual agreement of the Parties.

     j. Call Center Requirements. To the extent that Contractor employs personnel (or contracts with an Approved Subcontractor) to provide call center services with respect to DIRECTV customer contact for the Services hereunder, the following metrics must be met, as measured on a monthly basis:

               (i) ASA (Average Speed of Answer) of sixty seconds or less, 85% of the time.

     Such call center connectivity shall allow for authorized DIRECTV-employee real-time, remote monitoring.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

37

EXHIBIT 3.d.

DROP MATERIALS; TOOLS

REQUIRED MATERIALS TO PERFORM EACH WORK ORDER
(subject to change from time to time)

See the Service Provider Installation Guide (“SPIG”)

MINIMUM TOOLS REQUIRED TO PERFORM EACH WORK ORDER

DIRECTV^® installer only

Inclinometer w/Compass
Digital Volt / ohm Meter
Satellite Signal Strength Meter

ADDITIONAL TOOLS RECOMMENDED TO PERFORM EACH WORK ORDER

Adjustable Wrench 10”
Side Cutters	Cable Caddy
7/16” open end wrench	Drill, 1/2” electric
pliers	100’ grounded extension cord
needle nose pliers	Drill, Cordless, 3/8”
Slot Screwdriver set	Drill Bit 1/4” x 18” Masonry
Phillip Head Screwdriver set	Drill Bit 1/4” x 18” Wood Auger
Wire Strippers	Drill Bit 3/8” x 18” Wood Auger
Cable Prep Tool Set for RG-56	Drill Bit 3/8” x 18” Masonry
Crimp Tool to match RG-6 connectors	Drill Bit 5/8” x 18” Wood Auger
RJ-11 modular Crimp Tool for Telephone	Drill Bit 5/8” x 18” Masonry
Telephone Wire Line Tester	Drill Bit for masonry anchors (3/16”)
Torque Wrench	Fish Tape and Reel, 100’
Staple gun for phone wire application	Ladder, Fiberglass, House minimum 28’
Hack Saw	Ladder, Step 6’
Hammer, Decking, 20 oz.	100’ 3/8” rope hand line
Level, Pole type	Safety belt with strap
Tape Measure (30’)	Post hole Digger (9’ Scissors)
English socket set to 3/4” w / ratchet	Spud Bar 72”
Metric socket set to 18mm w / ratchet	Round Tip Shovel
Bow Saw — 30”	Trenching Shovel
Tree Prune w/ Fiberglass Handle
5 Gallon Pail

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

38

EXHIBIT 3.e.(v)

PERFORMANCE STANDARDS/CHARGEBACKS

The performance standards (the “Performance Standards”) listed below are the minimum operational standards with which Contractor must comply for all Services performed under this Agreement. The Performance Standards listed below do not comprise an all-inclusive list. Contractor is responsible for compliance with all terms and conditions of this Agreement and DIRECTV’s policies and procedures, whether or not contained in this Exhibit 3.e.(v). Performance Standards, other than the customer satisfaction score, shall be measured on a per DMA basis and are based upon [****] figures when measured approximately [****] after the end of each [****], unless otherwise provided herein. Source systems to acquire data for Performance Standards measurement shall include CSG/Work Force Express or other workforce management system, STMS and WRQES audit database.

1.	Service Calls within sixty (60) days of prior visit: Closed Service Call Work Orders to the same address opened within sixty (60) days of the close date of any prior visit (irrespective of whether the prior visit was for an installation, movers, upgrade or service call) shall not exceed [****] of the applicable monthly closed Work Order volume during Q2, 2007; [****] during Q3, 2007 and [****] during Q4, 2007 and beyond..
2	Cancel Rate, New Installs: Contractor shall maintain a cancel rate on New Installation work orders of less than [****] of all New Installation work orders completed.
3.	Escalation Rate: Opened escalations as a percentage of all monthly scheduled work orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).
4.	Customer Satisfaction: Contractor shall achieve a monthly blended customer satisfaction score as measured across Contractor’s entire territory, based on customer interviews conducted by a third party, of no less than [****].
5.	ADTA. New installations shall not exceed [****] for the average days to activate, as measured monthly.
6.	ADTC. Upgrades shall not exceed [****] for the average days to close, as measured monthly; Movers/former customers shall not exceed [****] for the average days to close, as measured monthly; Service Calls shall not exceed [****] for the average days to close, as measured monthly

For each DMA meeting or exceeding both the Performance Standard metrics above, as well as the additional metrics as set forth in Attachment A hereto, during the monthly measuring period shall entitle Contractor to specific incentive bonuses in accordance with the terms and conditions set forth in Attachment A. Failure by Contractor to comply with any one of the above Performance Standards, as calculated on a monthly basis, [****] within a particular DMA shall be deemed a material breach of this Agreement; provided, however, that the customer satisfaction score shall not be DMA-based. In the case of the customer satisfaction score, failure to achieve the minimum score for [****] shall be deemed a material breach by Contractor. Contractor shall have [****] from receipt of written notice of such failure to cure its default as is set forth in section &b. of this Agreement (performance, in this case, shall be measured during the [****] period following the date of receipt of such notice). Failure by Contractor to cure its material breach within this [****] period, may result in immediate termination by DIRECTV at its sole discretion. Any failure by Contractor to comply with any particular Performance Standard (other than the customer satisfaction score) for more than [****] in any [****] period during the Term within a particular DMA shall, upon written notification from DIRECTV, constitutes a non-curable material breach, providing DIRECTV with the option to immediately terminate this Agreement pursuant to section 8.c. of this Agreement. In either event, DIRECTV may, short of termination, elect to remove Contractor from any current DMA (both performing and nonperforming) should Contractor be unable to cure the breach of these performance standards within the allotted cure period.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

39

NON-PERFORMANCE CHARGEBACKS

In addition to the above, Contractor may be subject to the following chargebacks:

(i)	Should Contractor’s overall satisfaction score fall below [****] in any measuring month, every compensable Work Order for that month shall be reduced by [****].
(ii)	DIRECTV has implemented an “On Time Service Guarantee” program which will result in a [****] credit to customers who experience a late-arriving technician, missed appointment or a No Call/No Show. This will apply to all Installation, Mover, Upgrade or Service Call Work Orders for residential customers. The customer shall be eligible to receive a [****] credit to his/her account if Contractor’s technician, including any Approved Subcontractor, has not arrived by the end of the appointment window (the applicable 4-hour window (or the applicable “first AM/last PM window” during Daylights Savings)). To the extent that DIRECTV reasonably determines that the customer’s complaint regarding a late or missed appointment is legitimate, Contractor shall be subject to a charge back equal to the [****] credit provided by DIRECTV to the customer.
(iii)	In the event that an Office of the President escalation, Contractor will be charged back [****] if it is determined by DIRECTV, in its reasonable discretion, that the issue is based on the poor performance of Contractor, whatever that may be. To the extent that the customer/pending customer elects to terminate the relationship with DIRECTV as a result of this poor performance, DIRECTV shall have the right to charge Contractor back an additional amount of [****], for a total of [****]

* The customer satisfaction score shall be determined by an overall, basic rating by the DIRECTV customer as to the outcome of the services (both Fulfillment and Service Calls) provided by Contractor (specifically, a rating by the customer of being “not satisfied,” “somewhat satisfied” or “very satisfied” with the performance of Contractor as it relates to the Services required by the applicable Work Order assigned by DIRECTV to Contractor). A passing customer satisfaction score shall equate to no less than [****] out of every [****] customers’ acknowledgment of being either “somewhat satisfied” or “very satisfied” with Contractor’s performance. Telephone interviews of each such customer shall be conducted by DIRECTV or DIRECTV’s authorized agent.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

40

EXHIBIT 3.g.

INSTALLATION/SERVICE SATISFACTION CHECKLIST

Please see current Checklist form in the P&P

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

41

EXHIBIT 3.i.

SALE OF DIRECTV SYSTEMS AND COMPONENTS TO CONTRACTOR

I. THE USE OF CONTRACTOR-OWNED DIRECTV SYSTEM HARDWARE

     1. SALE OF DIRECTV SYSTEMS.

          1.1 SALE. From time to time during the term of this Agreement, DIRECTV agrees to sell to Contractor, and Contractor agrees to buy, DIRECTV System components (including individual receivers, ODUs and LNBs) (collectively, “DIRECTV System Components”), solely for use in connection with DIRECTV customer installations and service work as described in Section 5 below, in such quantity as is reasonably determined by both Contractor and DIRECTV, through modes of transportation as reasonably determined by DIRECTV. As between DIRECTV and Contractor, DIRECTV shall be solely responsible and liable for any and all costs and expenses related to the shipment of all DIRECTV System Components to Contractor under this Agreement, subject to the conditions set forth in Section 2.5 below. Contractor hereby agrees that it will only use the DIRECTV System Components purchased from DIRECTV hereunder for DIRECTV-assigned Work Orders which require the consumption of such Contractor-owned DIRECTV System Components’ and for no other purpose whatsoever, including, but not limited to, Contractor’s own sales initiatives, if any.

          1.2 TITLE. The title to each and every DIRECTV System Component sold and shipped to Contractor hereunder shall remain with DIRECTV until such DIRECTV System Component is delivered to, and accepted by, Contractor or to its consignee. Notwithstanding anything to the contrary contained herein, upon receipt of DIRECTV System Components, and until such DIRECTV System Components are provided to a DIRECTV Customer and accepted by such DIRECTV Customer, Contractor shall remain liable for any and all losses, thefts, damages or otherwise (collectively, “Casualties”) in connection with such DIRECTV System Components and shall maintain adequate insurance to protect such DIRECTV System Components from and against any and all Casualties.

          1.3 SECURITY INTEREST. Contractor hereby agrees to grant to DIRECTV a first priority security interest (the “Security Interest”) in and to each and every DIRECTV System Component purchased, but not yet paid for, by Contractor from DIRECTV for the purposes of this Exhibit 3.i. during the Term of this Agreement. Promptly upon execution of this Amendment, Contractor shall execute and file any and all documents requested by DIRECTV to perfect DIRECTV’s Security Interest in and to such DIRECTV System Components pursuant to the terms hereunder, including, but not limited to, UCC-l documents. In addition, Contractor shall not encumber or otherwise cause any liens or security interest to be placed on such DIRECTV System Components prior to the payment by Contractor of each specific DIRECTV System Component.

     2. PAYMENT OF DIRECTV SYSTEMS; REPORTING/RECONCILIATION.

          2.1 INVOICING PROCESS. DIRECTV shall provide an individual invoice (the “DIRECTV System Invoice”) for each sales order shipment of DIRECTV System Components sold to Contractor. The DIRECTV System Invoice shall be generated on the date of individual shipment. Contractor shall have the affirmative duty to inspect each received shipment to verify actual count and to note any visible physical damage to the shipment. Without the timely reporting to DIRECTV of any discrepancy as set forth below in Section 2.5, DIRECTV shall invoice Contractor based solely on DIRECTV’s copy of the advanced shipment notification generated by DIRECTV’s shipping agent applicable to such DIRECTV System Invoice.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

42

          2.2 INVOICE DUE DATE/OFFSETTING. Other than the exception stated in the following sentence, the DIRECTV System Invoice due date shall be thirty (30) days from the date of the applicable shipment; provided, however, that in the event that the due date is extended beyond thirty (30) days, that specific period shall be stated on the applicable invoice. Notwithstanding the foregoing, all advanced product receivers (DVRs, HD and HD-DVR receivers) purchased will have an invoice due date of forty-five (45) days from the date of the applicable shipment. The Invoice shall primarily be for notification purposes and shall state that payment to DIRECTV is not to be effectuated by the actions of Contractor. Rather, on the due date as set forth on the applicable Invoice, DIRECTV shall automatically offset the DIRECTV System Invoice balance against any amounts owed by DIRECTV to Contractor under this or any other agreement between the parties, including those Fulfillment, Service Call, any incentive or bonus, hardware reimbursement or sales commission payments (as more fully detailed in Section 6, below) then currently due to Contractor from DIRECTV.

          2.3 HARDWARE SHIPPING SCHEDULE/COSTS. It is the parties’ intent to ship hardware from DIRECTV to Contractor’s plants weekly based on DIRECTV’s rolling ninety (90) day consumption forecast specific to the region(s) serviced by each of Contractor’s applicable DIRECTV-authorized ship-to locations. Upon the receipt of the applicable forecasts, Contractor shall determine the amount of hardware desired to cover the intended weekly consumption period and shall order those amounts of hardware from DIRECTV through DIRECTV’s purchase order (“PO”) process. Upon the receipt of such PO, DIRECTV shall issue a corresponding sales order and shall initiate the shipment of such sales order. Contractor may, in its reasonable discretion, request more or less hardware in its weekly PO than as is advised by DIRECTV based upon DIRECTV’s rolling forecast and DIRECTV shall ship that requested amount; provided, however, that in the event Contractor requests LESS THAN the advised amount as communicated by DIRECTV and Contractor then requires an additional shipment to cover the unanticipated shortfall (a “Contractor Shortfall Order”), Contractor shall be solely responsible for all shipping costs related to that specific Contractor Shortfall Order. Those shipping charges to Contractor shall reflect DIRECTV’s actual shipping costs related to the specific Contractor Shortfall Order. In addition, if Contractor requests delivery of hardware in either less-than-full pallet. quantities and/or delivery to locations requiring a liftgate service, DIRECTV, in its sole discretion, may elect to charge Contractor an additional handling fee of $1.50 per unit for less-than full pallet quantities and $30.00 per pallet requiring liftgate service. In the event that consumption exceeds DIRECTV’s anticipated forecast on which Contractor based its weekly PO of hardware and an expedited shipment is required (a “DIRECTV Shortfall Order”), DIRECTV shall be solely responsible for all shipping costs related to that specific DIRECTV Shortfall Order. In no event shall DIRECTV have any obligation to “buy-back” hardware ordered by Contractor as a result of a shortfall in the anticipated the forecasted sales volume; provided, however, that Section 7 hereunder sets forth those limited scenarios where a hardware buy-back by DIRECTV may be applicable.

          2.4 HARDWARE RECEIPT/RECONCILIATION PROCESSES. Contractor shall have up to fifteen (15) days from the shipping date of the applicable sales order to report back to DIRECTV any discrepancies between its PO and the shipped amounts pursuant to DIRECTV’s sales order. Such discrepancies would include missing units, visible damage and serialization inconsistencies. With respect to potentially latent problems with hardware, including DOA receivers and inaccurate access card information, such discrepancies shall be reported to DIRECTV no later than sixty (60) days from the shipping date of the sales order which included the unit in question. This reporting process shall follow the terms set forth in the P&P.

          2.5 PURCHASE OF REFURBISHED RECEIVERS. Certain makes and models of used receivers, as identified by DIRECTV, shall be returned by Contractor to DIRECTV or its agent for refurbishment after such receiver has been replaced during a Service Call. Pricing of refurbished receivers will be the same as a new unit of the same make/model. It is the parties’ intention that Contractor shall limit its purchase of refurbished receivers to that approximate number of receivers previously returned to DIRECTV (or its agent) by Contractor for repair or refurbishment. All DIRECTV System Components to be consumed by Contractor on Work Orders generated by DIRECTV shall only be purchased by Contractor from DIRECTV pursuant to the terms hereunder. In the event that DIRECTV is unable to timely provide sufficient DIRECTV System Components required by Contractor to timely perform pending Work Orders, Contractor may, upon the agreement of the parties, acquire components from other pre-approved sources; provided, however, that any use of non DIRECTV-provided System Components by Contractor in the fulfillment of a Work Order which has not been pre-approved in writing by DIRECTV shall be deemed a material breach of the Agreement.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

43

     3. CUSTOMER PURCHASE OF DIRECTV SYSTEMS/TITLE TRANSFER. DIRECTV may from time to time deliver a Work Order to Contractor for a particular installation, ordering the purchase of a DIRECTV System Component and identifying the particular DIRECTV System Component, DIRECTV Customer his/her address, how many DIRECTV System Components will be delivered to him/her, and other pertinent information. Contractor shall acknowledge receipt of the Work Order and shall thereupon sell to DIRECTV; and DIRECTV shall purchase, the designated DIRECTV System(s) at the price (“Purchase Price”) and on the payment and other terms and conditions set forth in this Exhibit 3.i. for sale by DIRECT)/ to the DIRECTV Customer. Title to and risk of loss of the DIRECTV System Component so purchased shall pass to DIRECTV upon delivery and installation of the System at the designated DIRECTV Customer’s location (at which time, DIRECTV shall simultaneously transfer title of the System to the DIRECTV Customer), in accordance herewith. DIRECT)/ may cancel the Work Order without liability if Contractor fails to timely perform any of its obligations hereunder relating thereto.

     4. DIRECTV DISCRETION. DIRECTV may set and change the terms of the sales program that it offers to DIRECTV Customers in its sole discretion. DIRECTV makes no guarantee regarding the volume of such transactions and nothing herein grants Contractor any exclusivity regarding them; provided, however, that DIRECTV shall use its best commercially reasonable efforts to offer to sell to Contractor, on a weekly basis, only that amount of DIRECTV System Components as shall be necessary to fulfill the actual number of Work Orders provided to Contractor by DIRECTV, based on DIRECTV’s rolling sales forecast.

     5. DIRECTV CUSTOMER TRANSACTIONS. If the customer transaction for a DIRECTV System Component is a sale, Contractor shall, on DIRECTV’s behalf, deliver to the DIRECTV Customer all applicable warranty, user, and title documents, as DIRECTV may prescribe. DIRECTV may set and change the price and other terms of sale in its discretion, and shall bear all risk of collection. In no event may Contractor collect any money or payments from the DIRECTV Customer which are to be payable to DIRECTV, unless DIRECTV otherwise requests in writing.

     6. HARDWARE PURCHASE PRICE. In consideration of new receiver purchases only (including any advanced receivers such as new HD or DVR receivers) by Contractor under this Exhibit 3.i., DIRECTV shall pay to Contractor, as reimbursement, that purchase price (the “Hardware Reimbursement Fee”) as set forth in Exhibit 4.A.(i) to the Agreement (“Schedule of Rates”), as amended hereunder, for the applicable completed Work Order. For administrative purposes, the parties agree that the DIRECTV Hardware Reimbursement Fee for any new DIRECTV System receiver shall be the same amount as is established in the applicable invoice for each such new receiver sold by DIRECTV to Contractor as contemplated herein. In addition, while the applicable per-unit Hardware Reimbursement Fee for new receivers shall remain identical to that specific amount invoiced by DIRECTV in the applicable DIRECTV System Invoice, throughout the Term of the Agreement, the actual invoiced amount and corresponding, identical Reimbursement Fee per unit may, per DIRECTV’s discretion, fluctuate during the Term upon notice by DIRECTV to Contractor.

The purchase price of the DIRECTV System Components including:

(i)	New/refurbed DIRECTV standard receivers;
(ii)	New/refurbed DIRECTV DVR receivers;
(iii)	New/refurbed high definition DIRECTV receivers;
(iv)	new/refurbed HD/DVR DIRECTV receivers;
(v)	HD antennae;

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

44

(vi)	ODUs;
(vii)	LNB; and
(viii)	Individual remotes

purchased by Contractor as contemplated herein (the “Purchase Price”) shall be set by DIRECTV with DIRECTV providing Contractor approximately thirty (30) days notice of any change to the then current per-item pricing. Other Components may be added by DIRECTV throughout the term of the Agreement. In the event that a price change occurs for Components other than receivers and the cost of that Component is built into the all-in fulfillment rate established (ODUs, for example), modification to the applicable fulfillment rate shall occur twenty-one (21) days AFTER the modified price for such Component goes into effect.

     7. HARDWARE BUYBACK. Under limited circumstances, DIRECTV, in its reasonable discretion shall, upon the written request of Contractor, buy back certain DIRECTV System Components. Such buy backs, if any, shall be limited to the following situations:

          7.1. OBSOLESCENCE. In the event that any DIRECTV System Component purchased by Contractor pursuant to this Exhibit 3.i. becomes immediately obsolete pursuant to DIRECTV’s written directive and Contractor is prohibited from further deployment in the field, DIRECTV shall reimburse Contractor its actual cost for each such Component that had been purchased and paid for by Contractor that is then returned to DIRECTV (shipping to be paid for by DIRECTV). In the event that DIRECTV provides Contractor no less than 120 days to consume all soon to be obsolete DIRECTV System Components as identified by DIRECTV, however, such DIRECTV System Components shall not be reimbursed for by DIRECTV if any such now-obsolete Component is still on-hand after this 120 day consumption period. Extensions to this 120-day consumption period may be granted by DIRECTV in writing in the event that the System Components) in question could not have been reasonably consumed by Contractor based on the volume of applicable Work Orders provided by DIRECTV during the 120-day consumption period. Similarly, in the event of a Component recall by the Component manufacturer whereby DIRECTV instructs Contractor to retrieve previously deployed Components (within a unique Work Order type), DIRECTV shall replace, at no cost to Contractor, each such recalled Component timely returned to DIRECTV per its return procedures on a one-for-one basis.

          7.2 AGREEMENT TERMINATION. In the event that this Agreement is terminated pursuant to the terms hereunder and, as of the effective date of termination Contractor maintains an inventory of DIRECTV System Components purchased by Contractor pursuant to this Exhibit 3.i., DIRECTV shall reimburse Contractor its actual cost for each such Component that had been purchased and paid for by Contractor that is then returned to DIRECTV (shipping to be paid for by DIRECTV), DIRECTV shall only reimburse Contractor for those returned Components that are new, unopened and may still be deployed in the field; provided, however, that with respect to DIRECTV receivers, both new and refurbished units may be returned for reimbursement so long as the individual receivers have not been removed from its packaging.

     8. TAXES.

          8.1 PROPERTY TAXES. In the event that Contractor maintains a warehouse in a state where its inventory may be subject to a property tax and that warehouse is also a DIRECTV-authorized ship-to location for the purposes of this Exhibit 3.i., DIRECTV shall, upon receipt Of a copy of the applicable tax assessment specific to the DIRECTV System Components purchased by Contractor hereunder, (i) calculate its estimated aggregate number of each of the DIRECTV System Components that reasonably should have been on-hand as of the date of the assessment, and (ii), in accordance with the established property tax on inventory rate for the applicable jurisdiction, remit to Contractor that amount equal to DIRECTV’s reasonable calculation of its tax responsibility, if any. As of the effective date of this Amendment, the only states that have a property tax on inventory which may be applicable to this paragraph 8 a. include: ARIZONA, GEORGIA, INDIANA, KENTUCKY, MISSISSIPPI, OHIO, OKLAHOMA, TEXAS, WEST VIRGINIA and possibly TENNESSEE. Notwithstanding, the foregoing, to the extent that Contractor has the right to apply for any inventory exemption status (partial or fully) related to the DIRECTV System Components in the applicable state/applicable taxing jurisdiction, DIRECTV will only reimburse those amounts which the taxing authority, in writing, does not grant that exemption.

          8.2. SALES AND USE TAXES. Upon the receipt of the properly executed resale certificate(s) from Contractor, DIRECTV will consider the transaction a “sale-for-resale” transaction and shall not charge Contractor sales tax on the transaction. If at a future date DIRECTV buys the DIRECTV System Components back from Contractor, the DIRECTV-issued resale certificate to Contractor shall make the buy-back of such Components a “sale for resale” resulting in no sales tax liability to Contractor on that purchase by DIRECTV. At that point in time, DIRECTV shall self assess the applicable tax on the sale and shall timely remit to the appropriate taxing authority. Said DIRECTV-issued resale certificates shall be provided in conjunction with the execution of this First Amendment.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

45

EXHIBIT 4.a.(i)
RATE MATRIX

As provided in the February 28, 2007 DIRECTV Rate Card Letter with the addition of the following line item:

Employee Account/Upgrade —	[****]	No charge to customer for:
Additional Work		Wall Fish, Pole Mount, Non-penetrating/sled mount, custom mounts, diplexers, and wireless phone jacks

Commercial Rates as set forth below:

HSP/AFS Commercial Commission Rates — ODU &
Multiswitch Paid by Code
Fulfillment Labor/incidental materials	HSP/AFS/Regional AFS Commission Rates
				Non-
				Pen
	Labor	Ballast	Plenum Cabling	Roof Mount	Blended Rate
Install/Movers
Standard Installation	[****]	[****]	[****]	[****]	[****]
Advanced Products Installation (incl. DVR, HD)	[****]	[****]	[****]	[****]	[****]
Additional Outlet (same trip on Installation)	[****]	[****]	[****]	[****]	[****]
2nd ODU Install (same trip)	[****]	[****]	[****]	[****]	[****]
Upgrades
Relocate	[****]	[****]	[****]	[****]	[****]
HD Upgrade	[****]	[****]	[****]	[****]	[****]
DVR Upgrade	[****]	[****]	[****]	[****]	[****]
Additional Outlet Upgrade	[****]	[****]	[****]	[****]	[****]
2nd ODU Upgrade (International/72.5)	[****]	[****]	[****]	[****]	[****]
Additional Outlets, same trip	[****]	[****]	[****]	[****]	[****]
High Definition Antenna Install	[****]	[****]	[****]	[****]	[****]

		ODU/	Multi
	Labor	LNB	Switch	IRD	All In Rate
Service Call	[****]	[****]	[****]	[****]	[****]

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

46

EXHIBIT 4.a.(ii)

SERVICE CALL PAYMENTS

The “all-in” Service Call rate shall be [****] (includes labor/materials, LNB swap, multiswitch swap, and ODU swap), Receiver usage will be reimbursed through the buy-down system based on access card activation (all receivers — new or refurbished — used by Contractor will have access cards). In addition, Contractor will be paid for [****] of the service calls within [****] at the [****] labor rate only (receiver will be reimbursed through buy down). Commercial Service Call rates as set forth in the Rate Card (Exhibit 4.a.(i)).

For Hawaii only, The “all-in” Service Call rate shall be [****] (includes labor/materials, LNB swap, multiswitch swap, and ODU swap). In addition, Contractor will be paid for [****] of the Hawaii service calls within [****] at the [****] labor rate.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

47

EXHIBIT 11

Marketing of DIRECTV Products to Customers

THE DIRECTV PROTECTION PLAN

Upon mutual agreement of both Contractor and DIRECTV, Contractor may promote the DIRECTV Protection Plan and educate eligible customers as to its terms and conditions at the point of installation or upgrade of the DIRECTV System such that the customer will be familiar with the Protection Plan in order to elect to purchase the Protection Plan from DIRECTV upon service activation through a DIRECTV call center agent or, if approved by DIRECTV, through Contractor closing the installation or upgrade work order with a unique close code representing customer electing to purchase the Protection Plan service.

     1. APPOINTMENT. DIRECTV hereby appoints Contractor as its representative to market and promote subscriptions for the Protection Plan (“Subscriptions”), on the terms and conditions contained herein. Contractor may market and promote Subscriptions only to single family residential household customers in the contiguous United States WHILE CONTRACTOR IS PERFORMING, PURSUANT TO THIS AGREEMENT, THE SERVICES ON BEHALF OF DIRECTV FOR THE CUSTOMER. Contractor may market and promote Subscriptions only for the Protection Plan as described herein, and not any other services DIRECTV may currently offer or may offer in the future; provided, however, that DIRECTV may, in its sole discretion, elect to expand upon the products that Contractor may offer in which case this Exhibit 11 shall be amended to include the terms and conditions related to any such additional products. DIRECTV may amend the terms of the Protection Plan from time to time on written notice to Contractor and Contractor shall be responsible for relaying the current terms of the Protection Plan to customers. Contractor hereby accepts such appointment and shall use its best commercial efforts to market and promote Subscriptions. Contractor may not sell any competing warranty product as it relates to the DBS Service throughout the term of this Agreement.

     2. GENERAL OBLIGATIONS.

          2.1 TRAINING. DIRECTV shall provide training and/or training materials regarding its Protection Plan to Contractor’s training personnel, as DIRECTV reasonably deems necessary. Contractor shall train its own employees to the satisfaction of DIRECTV. DIRECTV may require Contractor’s employees to attend supplementary training classes from time to time. Contractor shall be responsible for all expenses and compensation of its employees during such training.

          2.2 PERSONNEL. Contractor may allow its employees (including employees of Authorized Subcontractors only) to market and promote the Protection Plan.

          2.4 STANDARD POLICIES. Contractor shall strictly comply with the standard policies and procedures of the Protection Plan as DIRECTV may promulgate for its representatives in written notices, guidelines, and bulletins, as the same may be amended from time to time (collectively “Policies”). The Policies shall be an integral part of this Agreement but may not impair any of Contractor’s rights granted herein.

          2.5 STANDARD OF CONDUCT. In all of its activities as a representative for DIRECTV and in its own DIRECTV System business, Contractor shall conduct itself in a commercially reputable and ethical manner, shall comply with all applicable laws, and shall engage in no deceptive sales practice or other practice which impugns DIRECTV’s commercial reputation and goodwill.

     3. TRANSMISSION OF CUSTOMER INFORMATION. In the event that an eligible customer, after receiving the related materials and information, has expressed to Contractor an interest in purchasing the Protection Plan from DIRECTV, Contractor shall (i) obtain written confirmation of customer’s election (in a manner as shall be communicated by DIRECTV to Contractor), and (ii) transmit to DIRECTV, via DIRECTV’s work order system (“CSG”), or other DIRECTV-specified data transmission procedure, notification of such customer’s interest.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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     4. RATES AND TERMS OF SERVICES.

          4.1 RATES. DIRECTV shall determine the pricing, terms, and conditions of the Protection Plan in its discretion. Contractor shall not represent that DIRECTV Protection Plan may be obtained on any different terms or rates, shall not impose additional or different terms and shall not offer customers any discount, rebate, or other material benefits in consideration for subscribing to it, except as expressly authorized by DIRECTV in writing.

          4.2 CHANGES. DIRECTV may change the pricing, terms, conditions, and availability of its Protection Plan from time to time in its discretion. DIRECTV shall notify Contractor of such changes as soon as practicable. Contractor shall promptly replace point of sale materials as necessary.

          4.3 MISREPRESENTATIONS. If Contractor misrepresents or fails to fully disclose any prices or other terms of the DIRECTV Protection Plan to any customer, it shall reimburse DIRECTV any amount which DIRECTV is compelled, or in its reasonable judgment according to its standard practices decides, to pay or credit the customer in compensation for such misrepresentation. In addition, DIRECTV shall be entitled to offset any such payment or credit by DIRECTV to customers as a result of Contractor’s misrepresentations or omissions against any amounts owed to Contractor by DIRECTV.

     5. CUSTOMER ORDERS FOR SERVICE. Upon receipt of confirmation, via CSG or other DIRECTV-specified data transmission procedure, that a specific customer has expressed interest in purchasing the Protection Plan, DIRECTV shall use its commercially reasonable efforts to finalize the sale, of the Protection Plan to customer through agent activation or customer literature post activation. All elections by customers to order the Protection Plan shall be subject to acceptance or rejection by DIRECTV in its discretion and Contractor understands and agrees that a customer may ultimately elect not to purchase the Protection Plan even if such customer had previously expressed to Contractor an interest in purchasing the Protection Plan. All Subscription fees shall be billed directly to the Subscriber by DIRECTV.

     6. COMPENSATION.

          6.1 PROTECTION PLAN COMMISSIONS. In consideration of Contractor’s services in marketing and promoting the customer’s purchase of the DIRECTV Protection Plan, DIRECTV shall pay Contractor commissions (“Protection Plan Commissions”) in the amounts and on the terms and conditions set forth below, upon both of the following events (collectively a “Protection Plan Activation”):

               (a) DIRECTV’s receipt of an Order for the Protection Plan from an eligible customer (i.e., an existing customer not yet subscribing to the Protection Plan or a new customer who has not yet indicated, pursuant to the pending services set forth within the applicable Work Order, that he/she has elected to subscribe to the Protection Plan at service activation) where such Order is evidenced by the customer acknowledging such in writing on the DIRECTV Installation/Service Satisfaction Checklist; and

               (b) DIRECTV’s acceptance of such Order of the Protection Plan.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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          6.2 COMMISSION RATE.

               (a) DIRECTV shall pay Contractor a Protection Plan Commission, for its services in promoting Orders for the D1RECTV Protection Plan, on the terms and conditions in the Agreement and as described below:

Commission Tier	Take Rate Range	Commission Payment	60-day Chargeback
Tier 1	[****]	[****]	[****]
Tier 2	[****]	[****]	[****]
Tier 3	[****]	[****]	[****]

A [****] and [****] take-rate will pay [****] Commission per sale, [****] to [****] take-rate will pay [****] per sale and anything over [****] take rate will pay [****] per sale. The take-rate calculation will be made monthly and based off volume from the previous calendar month. A 60-day chargeback applies for each tier and will be equal to the corresponding Commission payment. As of today this will-be at the Corp ID level, but paying at the DMA level may occur in the future.

          (b) DIRECTV’s obligation to penalize Contractor with charge back shall commence upon the earliest to occur of any of the following events, as they relate to each applicable Subscription:

(i)	the termination of the Subscription for any reason (including termination resulting in a change in customer account type to an account type ineligible to purchase the Protection Plan) in the first sixty (60) days of service; or
(ii)	the disconnection of the Subscription for any reason; unless a reconnection by Subscriber occurs within the first sixty (60) days of service; or
(iii)	the termination of the Subscription for any reason in the first sixty (60) days of service; or
(iv)	the cancellation by the Subscriber of its commissionable DIRECTV Programming Package, notwithstanding such customer maintaining its Protection Plan Subscription after said Programming Package cancellation in the first sixty (60) days of service.

               (c) An accounting setting forth Contractor’s monthly Protection Plan Subscriber Base shall be included with Contractor’s monthly commissions report it receives as a commissioned DIRECTV Contractor.

               (d) No Protection Plan Commissions shall be earned if a customer elects to purchase the Protection Plan on any date subsequent to that calendar date which is the customer’s DIRECTV Programming Service Activation. Date or the date on which the Service Call at which the Protection Plan was promoted by the technician.

          6.3 EXCEPTIONS.

               (a) Notwithstanding anything to the contrary herein, DIRECTV shall not be required to pay any Protection Plan Commissions for:

                    (i) any Subscription canceled prior to the commencement of service;

                    (ii) any Subscription that may inadvertently attach to (or change to) a customer account type not eligible as a commissionable account type as set forth in this Exhibit;

                    (iii) Orders made by a Subscriber subsequent to the offer made by DIRECTV to customer upon Activation;

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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               (b) DIRECTV shall not be required to pay any Protection Plan Commissions on account of payments received by DIRECTV from Subscribers after the termination of this Agreement or termination of this Protection Plan marketing program.

          6.4 CHANGES. Contractor acknowledges that DIRECTV may need to adapt its marketing cost structure to changing conditions from time to time. Accordingly, DIRECTV may change the Commission Schedule (including the Commission rate) at any time, and from time to time, in its discretion; provided that DIRECTV shall give Contractor at least thirty (30) days prior written notice of the effective date of any such change.

          6.5 SET-OFFS BY DIRECTV. DIRECTV may set-off or recoup any amounts owed to it by Contractor, or by its subsidiaries and affiliates, pursuant to this or any other agreement with DIRECTV, and any damages suffered by DIRECTV due to Contractor’s breach hereof or other misconduct, against any amounts which it owes to Contractor. The foregoing does not limit DIRECTV’s right to recover any unrecouped balance.

     7. TERMINATION. Either party may elect to terminate this promotion and marketing of the Protection Plan by Contractor for any or no cause upon ten (10) business days written notice to the other party.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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ATTACHMENT A

PERFORMANCE-BASED INCENTIVE PAYMENTS

(Effective as of April 1, 2007)

A. PERFORMANCE-BASED INCENTIVE PAYMENTS

In addition to the applicable Rate(s) set forth in Exhibit 4.a.(i), Contractor, during Q2-Q4 2007 (the “Program Period”), shall be eligible to receive up to two (2) separately calculated additional payments (the “Incentive Payment”) based on DIRECTV’s calculation of Contractor’s (i) compliance (per DMA) with the Productivity Incentive Metric as set forth below and (ii) pass rate of customer satisfaction results (Tracker Study blended score) as set forth below. The calculation with respect to any Incentive Payment earned by Contractor shall be performed by DIRECTV on a monthly basis using the data collected in the prior month; provided, however, that payment of any such aggregate monthly Incentive Payment shall be made by DIRECTV to Contractor approximately sixty (60) days from the last day of the applicable month.

I. PRODUCTIVITY INCENTIVE METRIC — PROVIDED THAT Contractor is not in breach of any material obligation under the Agreement and meets or exceeds each of the following Minimum Performance Standards, other than where excepted as specifically identified by DIRECTV in writing, on a per DMA basis:

1.	Service Calls within sixty (60) days of prior visit: Closed Service Call Work Orders to the same address opened within sixty (60) days of the close date of any prior visit (irrespective of whether the prior visit was for an installation, movers, upgrade or service call) shall not exceed [****] of the applicable monthly closed Work Order volume.
2	Cancel Rate, New Installs: Contractor shall maintain a cancel rate on New Installation work orders of less than [****] of all New Installation work orders completed.
3.	Escalation Rate: Opened escalations as a percentage of all monthly scheduled work orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).
4.	Customer Satisfaction: Contractor shall achieve a monthly blended customer satisfaction score as measured across Contractor’s entire territory, based on customer interviews conducted by a third party, of no less than [****].
5.	Work Reassignment: No Work Orders (within the applicable DMA) have been Reassigned during the measuring period by DIRECTV due to Contractor’s inability to manage the provided volume of work within the performance standards as set forth herein; provided, however, that uncontrollable weather/force majeure events or out of the ordinary DIRECTV initiatives within the DMA shall be reasonably excluded by DIRECTV. For the purposes of this Attachment A, “Reassigned” shall mean that the Work Order has been routed to a Secondary Provider in the DMA/management area where Contractor is the current primary provider. Should that particular DMA/management area ever be bifurcated, Contractor will no longer be held accountable for Work Orders in that area which no longer identifies Contractor as the primary provider.

THEN, Contractor’s monthly Productivity Incentive payment will be calculated as follows:

For a Productivity calculation (as provided in your daily productivity reporting) of greater than or equal to [****] for the applicable month, [****] ([****]) multiplied solely by the number of such applicable installation, mover, former customer, service and upgrade Work Orders successfully completed by Contractor (that is, Work

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

52

Order has been qualified for payment by DIRECTV) during that month in the applicable DMA. No Work Orders in dispute at the time of such monthly calculation shall be included in the applicable monthly Incentive Payment, if any.

or

For a Productivity calculation of greater than or equal to [****] for the applicable month, [****] dollars [****] multiplied solely by the number of such applicable installation, mover, former customer, service and upgrade Work Orders successfully completed by Contractor (that is, Work Order has been qualified for payment by DIRECTV) during that month in the applicable DMA. No Work Orders in dispute at the time of such monthly calculation shall be included in the applicable monthly Incentive Payment, if any.

II. CUSTOMER SATISFACTION INCENTIVE — PROVIDED THAT Contractor is not in breach of any material obligation under the Agreement and meets or exceeds each of the following Minimum Performance Standards, other than where excepted as specifically identified by DIRECTV in writing, on a per DMA basis:

1.	Service Calls within sixty (60) days of prior visit: Closed Service Call Work Orders to the same address opened within sixty (60) days of the close date of any prior visit (irrespective of whether the prior visit was for an installation, movers, upgrade or service call) shall not exceed [****] percent [****] of the applicable monthly closed Work Order volume.
2	Cancel Rate, New Installs: Contractor shall maintain a cancel rate on New Installation work orders of less than [****] of all New Installation work orders completed.
3.	Escalation Rate: Opened escalations as a percentage of all monthly scheduled work orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).
4.	Customer Satisfaction: Contractor shall achieve a monthly blended customer satisfaction score as measured across Contractor’s entire territory, based on customer interviews conducted by a third party, of no less than [****].
5.	Work Reassignment: No Work Orders (within the applicable DMA) have been Reassigned during the measuring period by DIRECTV due to Contractor’s inability to manage the provided volume of work within the performance standards as set forth herein; provided, however, that uncontrollable weather/force majeure events or out of the ordinary DIRECTV initiatives within the DMA shall be reasonably excluded by DIRECTV.

THEN, Contractor shall be entitled to a monthly Incentive Payment calculated as follows:

For a Customer Satisfaction “Very Satisfied” rating greater than or equal to [****] in Q2, 2007 (increased to [****] in Q3 and [****] in Q4), [****] ([****]) multiplied solely by the aggregate number of Installation, Mover, Former Customer, Upgrade, and Service work orders successfully completed by Contractor during that quarter throughout Contractor’s territory. No work orders in dispute at the time of such quarterly calculation shall be included in this applicable quarterly Incentive Payment, if any.

Or

For a Customer Satisfaction “Very Satisfied” rating greater than or equal to [****] in Q2, 2007 (increased to [****] in Q3 and [****] in Q4), [****] ([****]) multiplied solely by the aggregate number of Installation, Mover, Former Customer, Upgrade, and Service work orders successfully completed by Contractor during that quarter throughout Contractor’s territory. No work orders in dispute at the time of such quarterly calculation shall be included in this applicable quarterly Incentive Payment, if any.

DIRECTV may, in its sole discretion, elect to extend the Program beyond the Program Period, or may offer a different incentive program; provided, however, that DIRECTV is under no obligation to offer any additional incentive-based compensation beyond the Program Period.

* The Customer Satisfaction score shall be determined by an overall, basic rating by the DIRECTV customer as to the outcome of the services (specifically, Installation, Mover, Former Customer, Upgrade, and Service Calls) provided by Contractor (specifically, a rating by the customer of being “not satisfied,” “somewhat satisfied” or “very satisfied” with the performance of Contractor as it relates to the Services required by the applicable Work Order assigned by DIRECTV to Contractor). A passing (“minimum”) customer satisfaction score for incentive eligibility shall equate to no less than [****] out of every [****] customers’ acknowledgment of being either “somewhat satisfied” or “very satisfied” with Contractor’s performance. Telephone interviews of each such customer shall be conducted by DIRECTV or DIRECTV’s authorized agent.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EX-10.37

Exhibit 10.37

CONFIDENTIAL TREATMENT REQUESTED — EDITED COPY

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended. Omissions are designated as [****].

DIRECTV, INC.
2007 HOME SERVICES PROVIDER AGREEMENT

     This Home Services Provider Agreement (including all Exhibits and Schedules hereto, this “Agreement”) is entered into this first (15t) day of May, 2007 (the “Effective Date”), between DIRECTV, Inc., a California corporation (“DIRECTV”), and Mountain Satellite, Inc. (“Contractor”). DIRECTV and Contractor may also be collectively referred to herein as the “Parties.”

RECITALS

     A. DIRECTV is a provider of direct broadcast satellite (“DBS”) services to consumers which include video, audio, data and other programming delivered via specialized satellite receiving equipment.

     B. DIRECTV is also engaged in the business of selling digital satellite system equipment consisting of a satellite antenna (including the LNB) and an integrated receiver/decoder (including a remote control) (“DIRECTV System”), which is compatible and fully operable with DIRECTV’s DBS services.

     C. DIRECTV and Contractor entered into that certain Sales Agency Agreement, as amended from time to time (the “Sales Agency Agreement”), whereby Contractor became and continues to act as a commissioned sales agent of DIRECTV in connection with DIRECTV’s DBS services.

     D. In addition, Contractor is engaged in the business of installing, servicing and maintaining various consumer electronic products, including satellite systems.

     E. On December 29, 2000, DIRECTV engaged Contractor to perform installation and service work with respect to the DIRECTV System (including any associated products DIRECTV and Contractor agree that Contractor shall install) sold and rented by DIRECTV and to perform other services pursuant to the specific terms of that Home Services Provider Agreement dated December 29, 2000 (the “Original Agreement”).

     F. The Original Agreement has been amended as well as wholly replaced from time to time by the Parties, the last replacement date being June 1, 2005 (the “2005 HSP Agreement”). The Parties desire that the current 2005 HSP Agreement be terminated pursuant to the terms and conditions hereunder and be replaced with this 2007 Home Services Provider Agreement (the “Agreement”) as of the Effective Date; provided, however, that all covenants, conditions, rights and obligations of both DIRECTV and Contractor which, by their terms or nature extend beyond the termination or expiration of the 2005 HSP Agreement, shall survive its termination until fully performed.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

1

     NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

AGREEMENT

     1. Appointment of Contractor.

          a. Authority. DIRECTV hereby engages Contractor to provide services in the installation and maintenance of DIRECTV System Hardware (the “Services,” or “Fulfillment Services” when referring specifically to initial customer installation services only) as defined herein and as identified in Exhibit l.a.i., attached hereto for DIRECTV customers located in areas specified in Exhibit 1.a.ii. attached hereto, which services shall be performed in accordance with this Agreement and a Work Order (as defined below) issued by DIRECTV in connection therewith. Additional installation and/or maintenance services for DIRECTV-related products, other products (each such service an “Additional Service”), shall be individually defined in a separate Statement of Work, the rates for such Additional Services included, and shall be attached hereto and incorporated herein as Exhibit l.a.iii. Throughout the Term, this Agreement may be amended by mutual agreement of the parties to include further Additional Services and such Additional Services shall be provided by Contractor pursuant to the terms and conditions as shall be set forth herein (Additional Services shall be referred to as “Services” throughout this Agreement). For purposes of this Agreement, a “Work Order” shall mean an individual order issued by DIRECTV for each Service, or series of Services. Each Work Order shall be subject to the terms of this Agreement and the requirements of each applicable Statement of Work attachment.

          b. Limitation. Nothing herein shall be construed to grant Contractor any right or authority to sell, solicit or take orders for DIRECTV’s DBS service, or otherwise act as a sales agent or an agent of DIRECTV, or sell or rent a DIRECTV System either on its own behalf or on behalf of DIRECTV.

          c. Commencement of Work. Notwithstanding any other provision herein, Contractor may perform Services only upon: (i) receipt of a written or electronic Work Order from DIRECTV or its authorized agent; (ii) receipt of the DIRECTV System specifically identified by DIRECTV for the DIRECTV customer, or notification that the DIRECTV customer has received the DIRECTV System; (iii) coordination by Contractor directly with the DIRECTV customer for the earliest convenient time to perform the applicable Services in connection with the DIRECTV System and agreed upon hardware and antenna placement (subsequent to the scheduling of the appointment window by DIRECTV); and (iv) confirmation by Contractor to DIRECTV of receipt of the Work Order and scheduled time for provision of applicable Services. Under no circumstances, however, shall Contractor delay the provision of any Services hereunder, or the scheduling of such Services appointment, for the convenience of Contractor and/or its employees or agents. Initial appointment coordination by Contractor with the DIRECTV customer shall also be used by Contractor to identify any potential line of sight, landlord/tenant or other issues such that the technician shall be provided with all necessary equipment or DIRECTV forms in order to be able to properly complete the Work Order. Furthermore and in accordance with the Statement of Work and the Policies and Procedures, as defined in Section 2.f., Contractor shall, on the morning of the scheduled appointment, contact each applicable DIRECTV customer with a reminder telephone call regarding the time of the scheduled appointment.

          d. Work Orders. Contractor shall perform and provide the Services hereunder in accordance with this Agreement, the applicable Work Order issued by DIRECTV or its authorized agent and the applicable Statement of Work(s) as set forth in Exhibit 1.a.iii.

          e. Reservation of Rights. Contractor expressly acknowledges and agrees that all rights in and to the satellite transmission of DIRECTV’s DBS services, the DIRECTV System and the renting, sale, installation and maintenance of the DIRECTV System are reserved to DIRECTV and nothing in this Agreement shall be deemed to restrict in any manner the right or ability of DIRECTV to distribute its DBS services or the DIRECTV System itself or through other parties, or provide any Services to DIRECTV customers itself or through any other party.

          f. Allocations. Execution of this Agreement does not constitute or guarantee that any Work Order(s) will be issued by DIRECTV or its authorized agent. DIRECTV may allocate any Work Orders described hereunder among its agents, retailers and others in any manner it may choose. Notwithstanding anything in this Agreement or the attached exhibits to the contrary, Contractor acknowledges that this Agreement is non-exclusive and that Contractor is not guaranteed any minimum number of installations or maintenance or other Service Calls on a per-DMA basis or otherwise.

          g. No Separate Business. This Agreement does not authorize Contractor to operate any business or provide Services to others for its own account and is merely a contract for Services to be provided to, and on behalf of, DIRECTV as ordered by DIRECTV. In no event shall any non-DIRECTV authorized documents, advertisements, offers or promotions be provided by Contractor to DIRECTV customers during the performance of the Services hereunder without prior written approval by DIRECTV. Contractor is not required to pay any fees to DIRECTV to perform hereunder, although fees payable by DIRECTV to Contractor pursuant to its performance hereunder may be subject to offsets or recoupments as is more specifically set forth in section 4 of this Agreement. Contractor acknowledges and agrees that DIRECTV customers are customers of DIRECTV, not Contractor.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

2

     2. Contractor Administrative Responsibilities.

          a. Connectivity.

               (i) Scheduling/Management System. Contractor agrees that it will, at Contractor’s expense, acquire, install and maintain on-line access to DIRECTV’s technician scheduling and management systems as shall be identified by DIRECTV, necessary to establish and maintain such on-line access for purposes of inputting and receiving Work Orders and other information from DIRECTV, as soon as possible but in no event later than fourteen (14) days after DIRECTV makes such connectivity available to Contractor. To the extent that Contractor elects to receive the DIRECTV Work Order data and convert such data into Contractor’s own order management system, Contractor agrees that all information provided by DIRECTV with respect to any Work Order shall remain and be visible at the technician Work Order level. DIRECTV shall make available to Contractor a certain number of (i) seat licenses, including any annual maintenance fee (each an individual “Seat License”), and (ii) licenses for the use of any approved handheld, web-based device, (together, the “Scheduling Software”) for the dispatching, and receipt of, Work Orders to Contractor personnel in the field in order to perform the Services as set forth within this Agreement; provided, however, that certain Seat Licenses may be deployed without the deployment and application of any handheld devices, at the sole discretion of DIRECTV. Upon the launch of Siebel or any other successor Scheduling Software to the current CSG platform, Contractor shall within a reasonable rollout schedule, as shall be communicated by DIRECTV, outfit all employee technicians with a laptop computer or other approved web-based, handheld device capable of receiving, modifying and closing Work Orders in the field by such employee technician. All costs related to the purchase of any such laptop or handheld device shall be the responsibility of Contractor. This initial allocation of Scheduling Software by DIRECTV to Contractor shall be based on Contractor’s current pro-rata share of the overall DIRECTV customer base, as is measured by DIRECTV within the rough geographical boundaries of Contractor’s appointed DMA(s); provided, however, that DIRECTV, in its sole discretion, shall provide no less than that amount of Scheduling Software as is reasonably required to manage the dispatching of Contractor personnel for the performance of the Services hereunder as of the effective date of this Agreement. Should Contractor, at any point during the Term, request additional Scheduling Software in order to efficiently perform the Services hereunder Contractor shall purchase (or reimburse DIRECTV), at its sole cost and expense, such additional (or replacement) Scheduling Software through DIRECTV. This provision for additional Software shall govern any such Contractor request should DIRECTV select any successor system at any point during the Term. Contractor agrees that it will comply with the requirements and instructions provided by CSG, Siebel or successor vendor and/or DIRECTV in accordance with the use and implementation of such licenses, software, hardware and equipment provided in connection with Contractor’s use of the DIRECTV-selected System (or successor system). Contractor shall also be responsible for all “air-time” charges (including both voice and data) incurred through the use of the laptop or handheld devices, if any. DIRECTV shall retain title to all hardware or equipment provided by it to Contractor, if any (other than that hardware, if any, Contractor elects to purchase); and Contractor shall promptly return such hardware or equipment to DIRECTV upon DIRECTV’s written request. The scheduled rollout of the provision of Scheduling Software to Contractor shall be determined by DIRECTV. Contractor agrees that it will promptly report the resolution of each Work Order placed by DIRECTV through the system in accordance with this Agreemen t and those guidelines and procedures established by DIRECTV from time to time. Commencing May 1, 2007, no less than eighty-five per cent (85%) of all of Contractor’s eligible monthly Work Order disposition totals shall be handled electronically (i.e., Work Order disposition shall occur via (x) a wireless connection in the field, (y) the IVR or (z) a phone call to a Contractor dispatcher who can then enter the Work Order information electronically). Contractor acknowledges and agrees that failing to promptly and properly report the resolution of each Work Order placed by DIRECTV pursuant to the established business rules and/or policies and procedures shall delay or prevent DIRECTV’s ability to credit Contractor with the completion of such Services and Contractor shall not earn Fees for any particular Work Order until properly closed. Contractor shall require that each technician, including any Approved Subcontractor, has the ability to communicate, via cell phone, with both Contractor’s applicable dispatch office as well as DIRECTV call center representatives while performing the Services hereunder.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

3

               (ii) Internet/E-Mail. Contractor shall establish and maintain an Internet electronic mail address (a) for purposes of business-to-business communication between DIRECTV and Contractor and (b) to properly perform the obligations hereunder. If DIRECTV reasonably determines that Contractor’s receipt and/or transmission of data via email as it relates to this Agreement is hindered as a result of Contractor’s utilization of a particular internet service provider (“ISP”) (i.e., ISP file size restrictions, unreasonable traffic load, etc.), Contractor shall be required, within ten (10) days of such notification from DIRECTV, to retain a mutually agreeable ISP in order for Contractor to perform its obligations hereunder.

          b. Office Space. Contractor shall provide at its own expense, all office space and supplies, office overhead (such as telephone, copier and facsimile expense), labor, skills, tools and other equipment and personnel necessary for it to perform the Services in a timely manner. Contractor shall conspicuously display an approved sign at each office reflecting a logo designated by DIRECTV (in conformance with the DIRECTV Trademark and Style Guide, as defined in paragraph 21, below). Contractor shall staff each office with trained personnel and Contractor shall be available to perform the Services as requested by DIRECTV in accordance with the terms of this Agreement

          c. Personnel; Vehicles; Uniforms. See Exhibit 2.e.

          d. Books, Records and Inspections. During the term of this Agreement and for a period of three (3) years thereafter, Contractor agrees that it will keep accurate and complete books and records regarding its performance of its obligations under this Agreement (including but not limited to all original customer-signed forms such as the Customer Installation Satisfaction Checklists for each Work Order performed, all DIRECTV Lease Addendum documents, if any, property damage and bodily injury reports, police reports; Landlord approval forms, DIRECTV System Hardware Bill of Lading documents and documentation verifying employee background checks) and will make such books and records available by fax or by physical inspection, or such other means as DIRECTV requests, as soon as is reasonably possible upon DIRECTV’s request. Throughout the Term, Contractor shall file all DIRECTV customer records, including customer agreements and Work Orders, by date of Services performed and provided, or as otherwise directed by DIRECTV. Contractor shall properly store said customer records pursuant to DIRECTV’s document retention standards for that period of time as shall be required by DIRECTV. If DIRECTV determines that certain, dated customer records no longer need to be maintained at Contractor’s offices, Contractor agrees that it shall follows DIRECTV’s document destruction procedures in the disposal of such records; provided, however, that Contractor shall be allowed to securely maintain identified documents beyond the requested date of destruction should Contractor believe that such retention is necessary for legal purposes. During the term of this Agreement, as well as any extension thereof, and for a period of three (3) years thereafter, Contractor shall make its offices available at any time during business hours so that DIRECTV may inspect and otherwise audit the way in which Contractor is performing the Services both at Contractor’s offices/warehouses and on customers’ premises as well as to inspect the manner in which DIRECTV System hardware is being secured. Such audits by DIRECTV shall include completed Work Orders as well as work in progress. In addition, Contractor shall keep accurate and complete financial records related to its business obligations under this Agreement. Such records, to be timely updated monthly (or quarterly for public companies) shall include an income statement, balance sheet, cash flow and a rolling 12-month financial plan. All such records and all accounting systems with respect thereto shall be made available for inspection and review by DIRECTV or its representatives upon reasonable notice to Contractor during normal business hours throughout the Term of this Agreement. In the alternative, if Contractor conducts annual audits and can produce audited financial records along with an independent auditor’s opinion, DIRECTV-access to such audit results shall be sufficient. Financial records provided shall be maintained in accordance with generally accepted accounting principles. Contractor shall fully cooperate with DIRECTV in such inspection and audit.

          e. Communications Contact. Contractor agrees that it will have reasonably adequate representatives available at all times, seven (7) days a week (8 am to 6 pm local time), for communication with DIRECTV and DIRECTV customers, including administrative personnel to coordinate with DIRECTV personnel regarding completion of the scheduling of the Services hereunder. Specifically, Contractor shall provide a 1-800 (toll-free) (or local, as applicable) number that the DIRECTV Customer Service Department may provide to

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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DIRECTV customers who have a specific question or problem related to such Customer’s installation or installation appointment attached to a Work Order provided by DIRECTV to Contractor. Contractor shall be obligated to reasonably staff to answer such incoming calls as set forth above. Attached as Exhibit 2.e. is a list of persons whom DIRECTV may call outside of the required business hours to coordinate the provision of Services. Contractor will promptly provide an updated list to DIRECTV whenever the list of persons changes for any reason. The designated contact person(s) shall be available on a 24-hour-per-day 7-day-per-week basis.

          f. Policies and Procedures. In addition to the terms and conditions set forth herein and in each Work Order, Contractor agrees that it will comply with all DIRECTV service guidelines and policies and procedures as reasonably determined by DIRECTV (the “Policies and Procedures” or “P&P”) furnished to Contractor, which Policies and Procedures may be amended by DIRECTV from time to time in its reasonable discretion. Such Policies and Procedures are hereby incorporated into this Agreement by this reference. Contractor will ensure that the Policies and Procedures are quickly disseminated to all Contractor personnel, including Approved Subcontractors, performing the Services.

          g. Representations and Warranties. Contractor shall not make any warranties or representations regarding DIRECTV’s programming services or DIRECTV System that are inconsistent with or more extensive than the warranties and representations provided by DIRECTV, and/or the DIRECTV System manufacturers. In no event shall Contractor offer any DIRECTV customer a Contractor-provided service or maintenance plan with respect to the DIRECTV system unless DIRECTV has previously approved, in writing, such an offer by Contractor.

     3. Contractor Installation and Service Responsibilities. See Exhibit 3.

     4. Fees Payable by DIRECTV.

          a. Services. In full consideration for Contractor’s provision of the Services hereunder, DIRECTV agrees to pay Contractor for such Services as described below.

               (i) Fulfillment Services. For certain Fulfillment Services provided by Contractor, Contractor shall be entitled to receive payment as set forth in Exhibit 4.a.(i) (“Rate Matrix”) for proper and successful completion of the applicable Work Order.

               (ii) Service Calls. For the maintenance/Service Calls provided by Contractor to DIRECTV, Contractor shall be entitled to receive payment as set forth in Exhibit 4.a.(ii) (“Service Call Payments”).

          b. Credits; Refunds. Notwithstanding anything to the contrary contained herein, Contractor shall not be entitled to any payment for Fulfillment Services not completed for any reason, including a cancellation by the DIRECTV customer at the door. In addition, DIRECTV shall have the right to offset from the amounts owed to Contractor hereunder or any other agreement between the Parties, or recoup from, or charge back directly to, Contractor, at its option, any amount owed by Contractor to DIRECTV hereunder, including, but not limited to, any amounts received by Contractor to which it is not entitled hereunder, any payments made to Contractor in error and any cost that DIRECTV incurs or amount that DIRECTV credits, refunds or pays to a DIRECTV customer or any other third party arising out of the Services provided by Contractor hereunder. If the amount owed by DIRECTV to Contractor for a given month is not sufficient to cover the amount owed to DIRECTV by Contractor for such month, Contractor shall pay the difference to DIRECTV within thirty (30) days following its receipt of an invoice from DIRECTV.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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     5. Invoicing and Payment; Disputed Payment Resolution.

          a. General. All installation, maintenance and Service Calls not included in the payments process as defined below shall be considered disputed payments (“Disputed Payments”) and shall be submitted by Contractor and paid by DIRECTV as set forth herein.

          b. Payments. The payments process shall apply only to installation and services included in the Rate Matrix attached hereto as Exhibit 4.a.(i) and Exhibit 4.a.(ii) “Service Call Payments,” both of which may be amended by DIRECTV in its reasonable discretion. DIRECTV shall pay Contractor on or before thirty (30) days after the end of the applicable DIRECTV Accounting Period (i.e., the last day of a given calendar month), provided, however, that no payment shall be considered to be due and payable until the Services in connection therewith have been performed and completed by Contractor in accordance with this Agreement, Notwithstanding the foregoing, the Hardware Reimbursement Fee shall be paid weekly by DIRECTV for those new receivers, specifically containing the access cards previously shipped to Contractor for the fulfillment of Work Orders hereunder, that activated during the prior reporting period. In the event of a deployment of a new receiver that does not activate at the time of installation by Contractor, exceptions to the activation requirement where payment shall still be due is set forth in the P&P.. The parties acknowledge and agree that all other DIRECTV System Components to be reimbursed for by DIRECTV shall be reimbursed in the aggregate within Contractor’s monthly Fulfillment Payment (i.e., the Fulfillment rates take into account Contractor’s cost of consumed receivers, ODUs and LNBs for the particular Work Order type).

          c. Disputed Payment Resolution. Contractor shall have sixty (60) days from receipt of payment to request a reconciliation of DIRECTV’s payment to Contractor. All payments disputed by Contractor must be made in writing as prescribed hereunder and/or in the established Policies and Procedures. With respect to any disputes concerning Contractor’s provision of the Services which are not reflected in DIRECTV’s system and consequently not paid by DIRECTV, the dispute form/template must be submitted as prescribed by DIRECTV and/or in the Policies and Procedures. All disputed payments must be supported by adequate written descriptions and supporting documents. Upon such request, DIRECTV shall have forty-five (45) days from its receipt of notice of a disputed payment to investigate Contractor’s claim and to respond to Contractor. In the event that DIRECTV maintains records needed by Contractor in order to resolve a dispute, DIRECTV shall provide such documentation to Contractor once at no cost to Contractor. Disputes not submitted in accordance with the process herein shall not be considered by DIRECTV. DIRECTV shall act in good faith and deal fairly with Contractor in reviewing any reconciliation requests submitted by Contractor. DIRECTV’s decision regarding a reconciliation request shall be final and determinative.

          d. Overpayments. Immediately upon discovery by Contractor, or as a result of DIRECTV’s audit in accordance with Section 2(d) above, of any overpayment, Contractor shall notify DIRECTV, as applicable, and shall return the excess amount to DIRECTV as soon as reasonably possible, but in no event longer than ten (10) days after discovery, or DIRECTV, at its option, may withhold payment of monies due to Contractor until such time as any overpayment has been rectified.

     6. Subcontractors; Liens.

          a. Payment for Services. Except as otherwise requested in writing by DIRECTV, Contractor shall not collect any fees, payments or otherwise from DIRECTV customers in connection with the Services provided and performed in accordance with this Agreement.

          b. Liens. In no event shall Contractor (a) file, or threaten to file, a lien or a claim against a DIRECTV customer; (b) encumber in any way the property of a DIRECTV customer; or (c) in any way seek to secure payment from said DIRECTV customer in connection with Contractor’s provision of Services hereunder, except as otherwise permitted by DIRECTV. In the event of any dispute with DIRECTV related to the Services provided hereunder, Contractor agrees that it shall seek recourse only against DIRECTV and Contractor agrees to promptly pay and discharge any liens, claims or charges filed by or on the behalf of any of its laborers, Approved Subcontractor(s), material suppliers or any other third party whom Contractor has engaged related to the provision of the Services hereunder. DIRECTV shall have the right to obtain injunctive relief in order to prevent Contractor from breaching its obligations (or to obtain specific performance to compel Contractor to perform its obligations) pursuant to this Section.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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     7. Term. The term (the “Term”) of this Agreement shall be effective as of the date written above and shall continue for four (4) years (the “Effective Date”). The Term will automatically renew thereafter for additional, individual one-year periods (each such year a “Renewal Term”), unless either Contractor or DIRECTV gives written notice of termination at least ninety (90) days in advance of expiration of the then-current Term. The Agreement shall also be terminable for “cause” as set forth herein.

     8. Early Termination.

          a. Without Cause. Either party may terminate this Agreement for any reason by giving the other party no less than one hundred and eighty (180) days prior written notice.

          b. With Cause. Except as stated in Section 8(c) below, in the event that either Party breaches its duties or obligations hereunder, which breach is not cured within thirty (30) days after written notice is given by the non-breaching party to the breaching party specifying the breach in reasonable detail, this Agreement may be terminated by the non-breaching party immediately upon giving written notice to the breaching party.

          c. Noncurable Breaches. In the event Contractor commits a noncurable material breach of this Agreement, then, notwithstanding Section 8(b) above, DIRECTV shall have the option to terminate this Agreement immediately upon written notice to Contractor without an opportunity to cure, with no further liability to Contractor. A particular noncurable material breach may be deemed to have occurred, by way of example, and not as any limitation, where Contractor or any employee, agent or affiliate:

               (i) has misrepresented the prices, terms, or conditions upon which the manufacturer’s warranty, extended warranty, installation services or other products, promotions, or services are being offered by DIRECTV;

               (ii) has engaged in signal piracy or theft of satellite signals;

               (iii) has engaged in or attempted to engage in the sale and distribution of, or otherwise has used, modified access cards;

               (iv) has engaged in or attempted to engage in documentable “bait-and-switch” conversion tactics for services which compete with DIRECTV programming services;

               (v) has induced or attempted to induce a DIRECTV customer to switch to a service which competes with DIRECTV’s programming service;

               (vi) has received a notice of violation of the terms or conditions of any license or permit required in the conduct of its business and has failed to correct such violation within the time period specified in such notice;

               (vii) has knowingly submitted a request for a payment, including any bonus payment, where one is not properly payable;

               (viii) has failed at any time to comply with and maintain the insurance requirements set forth in this Agreement;

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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               (ix) has installed or attempted to install, or failed to immediately inform DIRECTV of, a residential programming package at a commercial customer location;

               (x) has changed or attempted to change identification numbers on customer accounts to falsely obtain any kind of payment;

               (xi) has breached the obligations regarding the use of DIRECTV Confidential Information as described in Section 23 below, including, but not limited to, deploying a third party vendor with access to DIRECTV Confidential Information prior to such third party being approved in writing by DIRECTV;

               (xii) has breached its obligation to quality inspect those installations related to Fulfillment Services as set forth in Section 3.b.(viii) more than once in any twelve (12) month period during the Term; or

               (xiii) has breached its obligations as set forth in Section 10 of this Agreement.

     9. Effects of Termination.

          a. Upon termination, suspension, or expiration of this Agreement, all rights and obligations of either party hereunder shall cease without further liability, effective as of the date of termination, suspension or expiration, unless otherwise stated in this Agreement and except with respect to liabilities arising prior to termination of this Agreement. Contractor agrees, and agrees to cause its employees, agents and Approved Subcontractors, to return to DIRECTV within ten (10) days after termination of this Agreement all materials (and all copies thereof) relating to DIRECTV, including, but not limited to, any and all price and specification catalogues, all administrative manuals, all sales literature, and any and all other such materials. Upon termination of this Agreement, Contractor agrees that Contractor, its employees, agents and Approved Subcontractors immediately shall discontinue the use of any service mark or trademark covered by this Agreement, as well as the use of any other items involving DIRECTV’s name, such as signs, stationery, logos, or business cards, and Contractor will not represent itself in any fashion as a contractor, an agent or representative of DIRECTV. Upon termination, suspension or expiration of this Agreement, Contractor agrees that it and each of its employees, agents and Approved Subcontractors will promptly return all DIRECTV owned property in their possession to DIRECTV by any delivery means reasonably requested by DIRECTV, with the cost of returning such property to be at DIRECTV’s expense. Because of the difficulty in establishing the improper use of Customer Information and other DIRECTV Confidential Information, as defined below, Contractor agrees that for a period of two years after termination, it shall not, on behalf of any other provider of multi-channel video service or on its own behalf, solicit any DIRECTV customer for whom Contractor provided Services in accordance with the terms of this Agreement.

          b. If the termination hereof is due to Contractor’s material breach, DIRECTV may elect to terminate the DIRECTV Sales Agency Agreement, if any exists between the parties, at its sole discretion.

     10. Exclusivity. Due to the fact that Contractor will have access to Customer Information and other DIRECTV Confidential Information as defined below, during the term of this Agreement, Contractor agrees that neither it, nor its parent entities, subsidiaries or affiliates, shall perform installations or Services for any other provider or distributor of products/services which compete with DIRECTV’s programming services or any other DIRECTV product or service, except as otherwise permitted by DIRECTV. This includes, but is not limited to the distribution of television programming via DTH, cable, MMDS, FiOS/IPTV or any and all other technologies and media now existing or hereafter developed. Notwithstanding the foregoing, this Section shall not prohibit Contractor from performing services limited solely to traditional cable television or telephone installation, maintenance and service work; provided, however, that Contractor shall (i) only perform such cable television or telephone installation, maintenance and service work in markets outside of the DMAs assigned by DIRECTV to Contractor in Exhibit 1. a. ii, hereto and, (ii) use its best efforts to designate its employees as either exclusively DIRECTV service providers or exclusively a provider of all other non-DIRECTV-related services, if any (in other

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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words, a Contractor employee trained to provide Services pursuant to this Agreement shall not simultaneously provide services, on behalf of Contractor, for a cable company or a provider of telephony services, and vice versa). In certain cases, DIRECTV, in its sole discretion, may grant a limited and specific waiver to Contractor as it relates to this physical separation of competing work opportunities within the same market or DMA; provided, however, that Contractor will be required to present a detailed proposal reasonably establishing how such a separation of individual, business units is feasible under the performance and strict confidentiality requirements as set forth hereunder prior to DIRECTV entertaining any such waiver.

     11. Other Products. From time to time, DIRECTV may offer to Contractor the opportunity to market/promote additional products or services to the DIRECTV Customer while Contractor is performing the Services within the Customer’s residence (The DIRECTV Protection Plan, for example). In the event that Contractor elects to act as one of DIRECTV’s representatives as it relates to such products or services, the terms of such arrangement shall be set forth in Exhibit 11, hereto.

     12. Defaults and Remedies. In the event Contractor is in anticipatory breach of this Agreement or has failed to comply with any material term or provision of this Agreement, DIRECTV shall have the right at its option to (a) perform or cause to be performed any one or more of Contractor’s obligations, in which case, DIRECTV shall be entitled to obtain from Contractor or deduct from any amount payable to Contractor, an amount equal to any increased cost incurred by DIRECTV in performing or obtaining the performance of Contractor’s obligations hereunder; (b) terminate this Agreement in accordance with Section 8; or (c) pursue any other remedy available under applicable law.

     13. Conformance to All Laws. DIRECTV and Contractor shall comply with all applicable federal, state, county and municipal laws, codes, rules, regulations in the performance of its obligations under this Agreement, including but not limited to, in the case of Contractor, obtaining all of the necessary licenses and permits required of Contractor by the municipality and state in which the work is being performed and complying with the Occupational Safety and Health Act.

     14. Taxes.

          a. Contractor Taxes. All taxes that may be levied on Contractor for services provided under this Agreement or otherwise shall be the sole responsibility of Contractor, including all applicable taxes on payments made by DIRECTV to Contractor pursuant to this Agreement.

          b. Contesting of Taxes. Contractor shall not contest the levying or assessment of any tax for which DIRECTV or DIRECTV customers are responsible for payment related to the services provided hereunder without DIRECTV’s prior written consent.

     15. Insurance. From and after the date of this Agreement:

          a. Coverage. Contractor shall obtain and maintain insurance, as provided by a licensed insurer with a Best’s rating of A- VIII or better, with coverage and limits as follows:

               (i) Contractor shall carry a policy (or policies) of Workers Compensation Insurance covering Contractor’s employees in each jurisdiction in which Contractor is performing work pursuant to this Agreement. Each such policy shall be on a form approved for use in each state in which work is being performed and shall provide, at a minimum, statutory Workers’ Compensation coverage and Employer’s Liability Insurance at limits of not less than $500,000.00 per employee per accident for Bodily Injury by Accident, $500,000.00 per employee per occupational disease and $500,000.00 for all occupational diseases. If Contractor shall be performing work pursuant to this Agreement in a state known as a “Monopolistic” state, or if Contractor has qualified in any state as a self-insurer, the Employers’ Liability coverage for that state may be attached either to another Workers’ Compensation policy or to the Commercial General Liability coverage.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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               (ii) Commercial General Liability Insurance covering Operations and Premises Liability; Independent Contractors; Completed Operations; Product Liability; Contractual Liability; Personal Injury; Property Damage caused by explosion, collapse and underground damage; and Broad-Form Property Damage. The limits of such liability insurance shall be no less than $1,000,000.00 per occurrence.

               (iii) Comprehensive Automobile Liability Insurance covering all owned, hired and non-owned vehicles, including the loading or unloading thereof, with limits of no less than $1,000,000.00 combined single limit for bodily injury and/or property damage.

               (iv) All Risk Commercial Property Insurance issued on a replacement cost basis, in an amount sufficient to cover all DIRECTV-owned property in the care, custody, and control of Contractor, if any. The policy must name DIRECTV as the loss payee.

               (v) Umbrella or Excess Liability Insurance covering the items set forth in (i) (insofar as it relates to Employer’s Liability Insurance), (ii) and (iii) above with a policy limit of not less than $5,000,000.00.

          b. Companies. All such insurance shall be carried in companies reasonably satisfactory to DIRECTV and licensed to do business in the jurisdiction where the obligations of Contractor under this Agreement are to be performed, and the liability policies shall be primary coverage and shall name DIRECTV, its subsidiaries, employees and affiliates as additional insureds.

          c. Commencement of Work. Contractor shall likewise not allow any subcontractor to commence work until subcontractor has obtained the same insurance coverage required of Contractor hereunder; provided, however, that subcontractors shall not be required to carry umbrella or blanket insurance policies.

          d. Cancellation. Each policy shall provide that it will not be canceled, non-renewed or materially amended except after thirty (30) days advance written notice to DIRECTV, mailed to the address indicated herein, and the policy, policy endorsements or certificates of insurance shall so state.

          e. Evidence of Insurance. Contractor shall provide certificates evidencing coverage as listed above prior to commencement of work, and at every annual renewal of the policies, for the duration of this Agreement. All certificates shall name DIRECTV as an additional insured as respects commercial general liability, automobile liability, and umbrella or excess liability insurance. Endorsements to the policies naming DIRECTV as additional insured will be provided by Contractor upon request. Contractor will endeavor to obtain waivers of subrogation in favor of DIRECTV from its insurers.

     16. Amendment. DIRECTV retains the right to change (i) both the Rate Matrix and Service Call Payments schedule pursuant to Section 5.b., above, (ii) the Performance Standards as set forth in Exhibit 3.e.(v), and (iii) zip codes associated with the DMAs or partial DMAs listed in Exhibit 1.a.ii., from time to time in its reasonable discretion, as its business needs dictate, provided that reasonable, prior written notice shall be provided to Contractor. Subject to the exclusions set forth in the previous sentence, this Agreement may only be modified or supplemented by written agreement by both parties. Modifications include, hut are not limited to, changes to Contractor’s business entity, including name, ownership and/or legal organizational formation/structure.

     17. Assignment. As this is an agreement for personal services, Contractor may not assign its rights and obligations under this Agreement without the written consent of DIRECTV. Any purported assignment by Contractor to a third party in violation of this Section shall be void effective as of the date the attempted assignment was made, and DIRECTV shall have the right immediately to terminate this Agreement upon notice of such attempted assignment without consent. DIRECTV, in its sole discretion, may assign its rights and obligations under this Agreement at any time for any purpose.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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     18. Indemnification. Contractor shall indemnify, defend and hold DIRECTV, its affiliate, subsidiary and parent entities and each of their respective directors, officers, employees, agents, assigns and successors harmless from any and all costs, expenses, liability, claims, judgments, lawsuits and demands (including attorneys’ fees) arising out of (a) the performance, breach or alleged breach by Contractor of its obligations, warranties, representations or covenants under this Agreement; (b) the negligence or other wrongdoing, in whole or in part, on the part of any employee, agent, servant, subcontractor, or representative of Contractor in connection with the performance of its obligations under this Agreement; (c) the termination, disturbance, interruption or other interference with services of any type of utility or other public or private facility damaged, harmed or disturbed, or caused to be disturbed, by Contractor and any of its agents, servants, employees, subcontractors or representatives; (d) any acts or omissions of Contractor which would cause the independent contractor status as provided in Section 19 to be breached; and (e) any acts or omissions of any Approved Subcontractor. This Section shall survive the termination or expiration of this Agreement. DIRECTV shall indemnify, defend and hold Contractor, its officers, directors, employees, agents and affiliates harmless of and from any and all costs, expenses, liability, claims, judgments, lawsuits and demands (including attorneys’ fees) arising out of (a) the performance or breach by DIRECTV of its obligations under this Agreement; or (b) the active negligence or other wrongdoing on the part of any employee, agent, servant or representative of DIRECTV in connection with the performance of its obligations under this Agreement.

     19. Independent Contractor. Contractor is an independent contractor authorized during the term hereof to perform and provide Services to DIRECTV. Except as otherwise expressly provided herein, Contractor shall have full control over the methods, techniques, sequences, and procedures of the Services to be provided hereunder. This Agreement is intended to create an independent contractor relationship between the parties for purposes of federal, state and local law, including the Internal Revenue Code of 1986, as amended. Without limitation, Contractor agrees to provide DIRECTV with a completed “Request for Taxpayer Identification Number and Certification” in which the applicable taxpayer identification number is identified. Because Contractor and Contractor’s employees and subcontractors are not employees, franchisees, agents or otherwise of DIRECTV, Contractor and its employees and subcontractors are not entitled to any benefits to which DIRECTV employees may be entitled under DIRECTV policies or as otherwise required by law, including workers’ compensation or unemployment compensation benefits. DIRECTV will not withhold any taxes from any amounts payable to Contractor under this Agreement and will not make any FICA or other contributions on behalf of or for the benefit of Contractor, its employees and subcontractors. Contractor will be solely responsible for the payment of all state, federal and local taxes on amounts payable to Contractor under this Agreement. Contractor shall indemnify DIRECTV for any claims relating to such payments.

     20. Employee Hiring Limitation. DIRECTV and Contractor agree that they will not intentionally solicit or hire the other party’s employees) in any capacity for twelve (12) months from the date an employee terminates employment with DIRECTV or Contractor, unless otherwise mutually agreed upon in writing by DIRECTV and Contractor. In addition, Contractor agrees that it shall provide DIRECTV written notice of its intention to offer employment to an individual known to be then-employed by another DIRECTV installation and service contractor within the same or contiguous DMA.

     21. Service Marks and Trademarks. DIRECTV hereby grants, and Contractor hereby accepts, the non-exclusive right to use the service marks or trademarks of DIRECTV (the “DIRECTV Marks”) solely in connection with the provision of Services during the Term. Contractor agrees that (i) it shall use the DIRECTV Marks solely in connection with the provision of Services during the Term, and in accordance with all of the terms and conditions set forth herein, (ii) the DIRECTV Marks shall be exhibited and displayed in the exact form provided by DIRECTV, (iii) it shall not make or permit the making of any copies of the DIRECTV Marks, in whole or in part except as reasonably required for the purposes herein specified, (iv) it shall not have the right to authorize others, with the exception of Contractor’s affiliates, subsidiaries and agents, to use the DIRECTV Marks (and then only subject to the restrictions set forth herein), (v) its use of the DIRECTV Marks shall include all standard proprietary notices prescribed by DIRECTV, if any, and (vi) its use of the DIRECTV Marks shall conform to quality standards which are provided by DIRECTV. All right, title and interest in and to the DIRECTV Marks, including all

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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associated goodwill shall remain vested in DIRECTV subject to the rights of use granted in this Agreement. Contractor will not use any service marks or trademarks of DIRECTV (“DIRECTV Marks”) or of any network or programmer included in the DIRECTV programming services, without the specific prior written consent of DIRECTV. Any unauthorized use of such marks by Contractor, or any use not in compliance with any rules or procedures regarding the use of such marks, shall constitute an infringement of the rights of DIRECTV or of its network suppliers. Contractor shall be authorized to use the DIRECTV Marks in accordance with the terms hereof and in accordance with the terms of the trademark and logo guidelines provided by DIRECTV (the “DIRECTV Trademark and Style Guide”). Notwithstanding any provision of this Agreement, Contractor’s rights in the DIRECTV Marks shall be limited to those rights set forth here. Contractor shall indemnify and hold DIRECTV harmless from and against any and all costs, expenses (including reasonable attorneys’ fees) and liabilities resulting from a breach of this Section. A breach of this Section shall be deemed a material breach of this Agreement.

     22. Notices. All notices required hereunder shall be in writing and shall be deemed given when personally delivered, when telecopied (with confirmation receipt) if also sent via U.S. first class mail, upon delivery by an overnight courier service, or upon the date of receipt when sent by certified mail, return receipt requested, to the following address or to such other address a party may hereafter designate in writing:

If to DIRECTV:	DIRECTV, Inc.
	Vice President, Field Operations
	8085 South Chester, Suite 300
	Englewood, CO 80112
with copies to:	1) Senior Vice President, Field Operations
	DIRECTV, Inc.
	8085 South Chester, Suite 300
	Englewood, CO 80112
	Fax: (303) 712-4976
	2) Assistant General Counsel
	DIRECTV, Inc.
	8085 South Chester, Suite 300
	Englewood, Colorado 80112
	Fax: (310) 964-4883
	Fax: (303) 712-4947
If to Contractor:	SEE EXHIBIT 2.e.

     23. Proprietary Information and Confidentiality.

          a. Definition. Contractor, its employees, agents and Approved Subcontractors, in carrying out their duties, will have access to certain trade secrets, marketing data, Customer Information as well as certain knowledge concerning the business affairs of DIRECTV, including the terms of this Agreement (collectively “DIRECTV Confidential Information”).

          b. Restricted Use. Neither Contractor, its employees, agents nor Approved Subcontractors may use any DIRECTV Confidential Information for any reason whatsoever (other than to perform this Agreement), including, but not limited to, for its own benefit or for the benefit of a third party or to interfere, or cause interference with DIRECTV and DIRECTV’s customers. Contractor shall ensure that DIRECTV Confidential Information is protected with at least the same degree of care Contractor uses to protect its own information of like nature, but no less than a reasonable degree of care, taking into account the competitive nature of the information. Contractor specifically agrees that all materials (and all copies thereof) relating to DIRECTV, including, but not

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

12

limited to, all price and specification catalogues, lists of all former and current DIRECTV customers or prospect lists supplied by DIRECTV or generated by Contractor during the course of this Agreement, all administrative manuals, all sales literature, and any and all other information or data related to DIRECTV’s programming services, are the exclusive property of DIRECTV and are to be used by Contractor, its employees, agents and subcontractors solely in the performance of their obligations and duties as described herein, and that such lists and other data are to be returned to DIRECTV immediately upon termination of this Agreement. In addition, to the extent that DIRECTV Confidential Information, per DIRECTV’s instruction, becomes obsolete or outdated, such documentation is to be destroyed pursuant to Paragraph 2.d., above, subject to Contractor’s right to maintain the documentation beyond this date as set forth in paragraph 2.d., above.

          c. Confidentiality Agreements. Contractor agrees that it will require its employees, agents and Approved Subcontractors to sign an agreement that protects DIRECTV at least to the same degree as set forth in this Section before any activity in support of this Agreement is undertaken by such employee, agent or Approved Subcontractor.

          d. No Obligation of Confidentiality. For purposes of this Section, DIRECTV Confidential Information shall not include information: (i) which becomes generally available to the public through no wrongful act of Contractor; (ii) is already lawfully in the possession of Contractor and not subject to an existing agreement of confidentiality; (iii) is furnished to Contractor by a third party free from any duty of confidentiality to DIRECTV; or (iv) is disclosed pursuant to the binding order of a government agency or a court so long as Contractor provides notice to DIRECTV prior to any such disclosure and uses reasonable efforts to obtain confidential treatment for the information.

          e. Irreparable Damage. Contractor acknowledges and agrees that DIRECTV would be irreparably damaged if Contractor breached any part of this Section and that DIRECTV may take any action, including seeking injunctive relief, to prevent Contractor’s prospective breach or continuing breach of this Section.

          f. Material Consideration. Contractor acknowledges and agrees that Contractor’s and its employees’, agents’ and subcontractors’ compliance with this confidentiality Section is a material consideration to DIRECTV in entering into this Agreement and the relationship hereby created.

     24. Limitations on Damages. CONTRACTOR AND DIRECTV AGREE THAT THERE WILL NOT BE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     25. Miscellaneous Provisions.

          a. Reservation of Rights. All rights not specifically granted to Contractor in this Agreement are expressly reserved to DIRECTV.

          b. Authority to Execute. Each party represents to the other that the person executing this Agreement on such party’s behalf has the right, power and authority to enter into this Agreement and to perform such party’s obligations under this Agreement and that such execution is binding upon such party.

          c. Waiver. Any failure to insist on the strict performance of any term or condition of this Agreement: (i) shall not be deemed a waiver of such term or condition unless the waiver is reduced to writing and signed by the parties; and (ii) shall not act as a waiver of the right to insist upon strict performance of that term or condition in the future.

          d. Integration. This writing represents the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all previous agreements with respect to the same; it may not be altered or amended, except by an agreement in writing signed by the Parties. Notwithstanding the foregoing, nothing herein shall be construed to supersede or otherwise affect the Parties’ rights and obligations under the Sales Agency Agreement between the Parties.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

13

          e. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard to any conflict of law principles.

          f. Jurisdiction and Venue. In the event of any legal action involving this Agreement, the parties agree that exclusive venue shall be where DIRECTV’s corporate headquarters is located. With respect to all disputes under this Agreement, Contractor submits itself to the exclusive personal jurisdiction of the federal and state courts of the State of California.

          g. Headings. The headings of paragraphs in this Agreement are for convenience only; they form no part of this Agreement and shall not affect its interpretation.

          h. No Inference Against Author. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provisions.

          i. Severability. If any part of any provision of this Agreement is invalid or unenforceable under applicable law, the provision shall be ineffective only to the extent of such invalidity or unenforceability without in any way affecting the remaining parts of the provision or this Agreement.

          j. Binding Effect. This Agreement is binding upon the parties hereto, and their respective executors, administrators, heirs, assigns, and successors in interest.

          k. Attorney Fees. In the event of any legal dispute between the parties, the prevailing party shall be entitled to all costs and expenses, including expert witness fees and reasonable attorneys’ fees, at trial and at any appeal therefrom.

          l. Remedies. Subject to the limitations of Section 24, no remedy conferred by any specific provision of this Agreement is intended to be exclusive of any other remedy available to the parties under this Agreement or at law or in equity, whether by statute, rule or otherwise.

          m. Defined Terms. Any defined terms used in the Exhibits to this Agreement shall have the meanings given to them in this Agreement.

          n. Counterpart Signatures. This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same instrument.

          o. Survival of Terms. The rights and obligations which, by their terms or nature, extend beyond the termination or expiration of this Agreement, shall survive any expiration or termination of this Agreement.

     IN WITNESS WHEREOF the duly authorized representatives of the Parties hereto have caused this Agreement to be executed as of the day and year first written above.

CONTRACTOR
By:
	Name:
	Title:

DIRECTV, INC.
By:
	Name:
	Title:	Senior Vice President

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT l.a.i.

SERVICES/FULFILLMENT SERVICES

Fulfillment Services

•	High Power residential installations, including retail sales agents, DIRECTV Direct Sales initiatives and fulfillment of other acquisition activities
•	Multi-satellite residential installations including PARA TODOS, Local into Local and High Definition
•	Commercial customer installations (upon Contractor’s applicable commercial certification by DIRECTV)
	Grade 1 - Capable of installing up to 4 or 8 IRDs in the same commercial establishment using one multiswitch
	Grade 2 - Capable of installing any number of IRDs in a commercial establishment using multiple multiswitches
	Grade 3 - Capable of building a headend in a commercial establishment that receives DIRECTV programming, converts it to a standard VHF/UHF channel frequency and distributes it to a “cable ready” TV set on a standard UHFNHF distribution system.

Service Work

• Service Calls (including escalated Service Calls from other Contractors)

• Move/transfer installations

• DIRECTV System and other equipment pick-ups (disconnected and downgraded accounts)

• Additional outlet upgrades

• Relocates

• Multi-satellite upgrades

• High Definition (“HD”) Antenna Installation

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

15

EXHIBIT 1.a.ii.

FULFILLMENT SERVICE DMAS
(Pursuant to Contractor’s Authorization under Section 1(a) of the Agreement)

     This or these DMAs or portions of DMAs are assigned to Contractor on a non-exclusive basis. Work Orders may also be provided to Contractor within zip codes adjacent to, but not within a DMA listed below. Contractor IS NOT AUTHORIZED TO CONDUCT FULFILLMENT OR OTHER SERVICES PURSUANT TO THIS AGREEMENT IN ANY DMAs NOT AUTHORIZED BY THIS CONTRACT OR UNLESS DIRECTED IN WRITING BY DIRECTV.

     DMA Assignment

BAKERSFIELD_CA
CHICO-REDDING_CA
EUREKA_CA
FRESNO-VISALIA_CA
LOS ANGELES2_CA
MONTEREY SALINAS_CA
PALMSPRINGS_CA
SCARMENTO-STOCKTON-MODESTO1_CA
SANDIESO_CA
SNAFRANCISCO-OAKLAND-SANJOSE 1_CA
SANTABARBARA-SAITMAMARIA-SANLUISOBISPO_CA
YUMA-ELCENTRO_AZ, CA

     During the Term, DIRECTV may elect to offer to Contractor additional Services work outside of the DMAs currently listed. Contractor may elect to take on this additional work at its sole discretion, In such case, such additional Services work shall involve Contractor operating as the primary provider in the additional DMA(s) (in such case, a transition of the former primary provider will occur simultaneously) or Contractor operating as the secondary provider with the primary Services provider remaining in the applicable DMA(s).

     If Contractor operates as the primary provider in the additional DMA(s), all terms and conditions as set forth herein shall apply to the Services provided. If Contractor operates as the secondary provider, with the primary Services provider remaining in the additional DMA(s), then all terms and conditions as set forth in the Secondary Provider Agreement by and between Contractor and DIRECTV shall apply to such Services provided by Contractor.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 1.a.iii — Statement of Work

RESIDENTIAL

     Standards for all Antenna Type Residential Installations Customer service requirements for all customer interaction

1.	Phoning the customer and confirming account information and installation times within the scheduled timeframe established by DIRECTV (at any point during the Term, this task (the “Appointment Verification Call”) shall become the .responsibility of DIRECTV upon prior written notice from DIRECT’, to Contractor).
2.	Reminder phone call to Customer day of the scheduled appointment
3.	Arrival at customers residence within the designated window of time with the proper ID badge and uniform
4.	Completion of site survey.
5.	Planning the installation with the customer (coaxial cable muting, antenna location and connection of devices) prior to commencement of any work.
6.	Notification to customer and Contractor management of any additional (non-standard /custom) charges prior to commencement of any work.
	PLEASE NOTE THAT ALL NON-STANDARD CHARGES SHALL BE SUBJECT TO DIRECTV’S PUBLISHED “NOT TO EXCEED” PRICING FOR EACH APPLICABLE CHARGE
7.	Cleaning up any mess made during installation and removing it from the customer’s residence.
8.	Activation of DIRECTV service.
9.	Customer education on system operation and features identified in the DIRECTV Customer Education statement of work (min. 20 minutes).
10.	Completion of Installation Checklist and obtaining customers signature certifying the job was completed to their satisfaction.
11.	Leaving your company name and telephone number with the customer enabling them to contact Contractor directly if there are any problems with the installation (business card).

Standard Receiver Hook-Up, Cabling and Antenna Mounting Requirements

1.	Routing and properly attaching coaxial cable following local/NEC codes using DIRECTV approved RG-6 coaxial cable with a max loop resistance at 100 feet of 2 ohms or less.
2.	Routing coaxial cable through all exterior and interior walls, as needed routing of cable through the attic without fishing interior walls is considered standard. Routing of cable through crawlspace and penetrating adjacent floor or wall fishing up to adjacent floor is considered standard.
3.	Grounding antenna system and all coaxial cables to meet Local / NEC requirements.
4.	Installing one DIRECTV System IRD.
5.	Connection to an active telephone line capable of dialing out There is no additional charge to the customer for installation of a phone jack for this connection.
6.	Mounting of antenna to meet Manufacturers and/or DIRECTV Quality Specifications, whichever is more stringent.
7.	Aligning the antenna for peak signal strength.
8.	Completion of a system test verifying signal strength, access card match and telephone connectivity.
9.	Connection of existing of air antenna or active coaxial cable drop (enabling TV to function as it had prior to DIRECTV installation).
10.	Connection of co-located devices (VCR, existing surround sound. DID, video games, etc).
11.	Coaxial cable and fittings must meet DIRECTV specifications and all exterior connections must be weather proofed.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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Digital Video Recorder (“DVR”) Summary

1.	Optimize connection to the dual tuners of the DVR system to the DIRECTV receiver using dual independent coaxial cable runs from the LNB or Multiswitch to the receiver’s dual satellite inputs.
2.	Educate the customer with an explanation of the DVR features and initial steps to use the service
3.	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

18”x 20” Antenna/2 or 3 LNB installation

1) System Requirements

a)	Connection of the 110 LNB/Combiner kit when specified or required for a customers programming choices
b)	Proper connection of the multi-sat multi-switch, if required

2) PARA TODOS Requirements

a)	Verification of the receipt and quality of the PARA TODOS channels
b)	Instruction to the customer of where the PARA TODOS channels are located
c)	Instruction on changing the menu Language to/from English to Spanish

3) VIP Requirements

a) Includes the following as applicable: All wall fishes, All pole mounts (including coaxial cable drop and bury), non pen or sled mounts, custom mounts (including but not limited to tripods, under eave, and balcony mounts), diplexers (2), and wireless phone jacks (including base and extensions). Any or all of these are considered standard work on all VIP installs.

4) KA/KU RD Requirements

a)	A BBC (B band converter) must be installed to the “SAT IN” with all H2O IRDs, and two BBC’s must be installed to each of the two “SAT IN” ports on the HR2O.
b)	All KA/KU ODU’s must be peaked and aligned according to DIRECTV, Inc. and manufactures’ recommendations, including fine tuning both Azimuth and Elevation Settings.
c)	A Pole Mount is considered standard on all KA/KU ODUs if a pole is the only viable location for LOS (Line of Site)

a. If LOS can be obtained for any KA/KU ODU on the customer’s home using standard installation methods and the customer objects, requesting that the ODU be installed on a Pole Mount, custom charges may be applied

d)	Two monopole support arms must be installed on all wall and roof mounted KA/KU ODUs.
e)	A KA/KU ODU is required for all HD installations.
f)	A DIRECTV approved wideband 6X8 multi-switch is to be used on all KA/KU installs requiring more than 4 lines or on WorldDirect Installs.
g)	A H2O or HR20 receiver is required on all KA/KU HD installs.
h)	Optimize the connection of the HDTV receiver to the HDTV capable/ready TV or adaptive equipment using all cabling supplied with the HDTV receiver, and one standard definition connection to a separate video input Verification of the receipt and quality of the HDTV channels
j)	Location of available off-air HD channels if an off air antenna is installed for HD local programming
k)	Instruction to the customer of where All HDTV channels are located
l)	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

5) WorldDirect Requirements

a)	Installation of the 66cm or 87cm WorldDirect ODU
b)	Installation of a 4x4 multi-switch with a single 66cm or 87 cm ODU with the attached 101 LNB
c)	Installation of a 6x8 multi-switch with a KA/KU, 72,5,or AU2 ODU and WorldDirect ODU
d)	Auto configuration on all standard APG receivers to detect WorldDirect programming
e)	Location of the requested WorldDirect programming in the APG guide

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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f) Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

6) 72.5 Requirements

a)	Installation of a DIRECTV approved 4x4 multi-switch with 2 18” ODU’s
b)	Installation of a DIRECTV approved 6x8 multi-switch with a KA/KU, AU2 ,or WorldDirect ODU
c)	Auto configuration on all standard APG receivers to detect the 72.5 local programming
d)	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

7) Hawaii Requirements

a)	installation of correct ODU(s) in Hawaii is required:
b)	To acquire the 990, 1010 and 1030 satellites requires a 1.2 M ODU
c)	To acquire the 1100 and 1190 satellites requires a second 1.2 M ODU
d)	To acquire the 950 satellite requires an 87CM ODU
e)	Add the appropriate LNB kits to receive the proper programming per the customer Work Order request.
f)	“Standard IRDs” in AK or HI are the H20s
g)	A DIRECTV approved wideband 6X8 multi-switch is to be used on all Alaska / Hawaii installs requiring more than 4 lines or on WorldDirect Installs
h)	Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

8) Alaska Requirements

a) Installation of the correct ODU(s) in Alaska is required.

i) The size of the ODU is determined by Alaska DMA

(1) Juneau 12 Meter ODU

(a)	To acquire the 992, 1012 and 103° satellites requires a 1.2 M ODU
(b)	To acquire the 1102 and 1192 satellites requires a second 1.2 M ODU
(c)	To acquire the 952 satellite requires an 87CM ODU

(2) Anchorage 1.8Meter ODU

(a)	To acquire the 992, 1012 and 1032 satellites requires a 1,8 M ODU
(b)	To acquire the 110° and 1192 satellites requires a second 1.8 M ODU
(c)	To acquire the 952 satellite requires an 87CM ODU

(3) Fairbanks 2.4 Meter ODU

(a)	To acquire the 99”, 1012 and 1032 satellites requires a 2.4 M ODU
(b)	To acquire the 1102 and 1192 satellites requires a second 2.4 M ODU
(c)	To acquire the 952 satellite requires an 87CM ODU

(4) Exceptions can and will be made per DMA and ODU size if a subscriber can be converted and/or installed with a smaller dish size.

ii) At no time will DIRECTV service be installed with an ODU under a 1.2M dish)

(1) Cover all required customer education steps identified in the DIRECTV Customer Education SOW.

DIRECTV residential installations include all of the following:

1. Confirmation of installation appointment. DIRECTV recommends that at a minimum, each customer should receive two (2) pre-calls from the retailer’s installer or approved Installation Company prior to any work being performed and one (1) post-call after work has been performed (refer to current “Post Call” P&P). Contact the customer:

• Two (2) to three (3) days in advance of their scheduled installation to confirm both the appointment window and work to be performed.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

19

• Installer or dispatcher should phone the customer on the day of the scheduled appointment to confirm when they will arrive to begin the job. In the event that the agreed upon timeframe is in jeopardy, the customer should be contacted and notified of any changes.

2.	Arrival at customer’s residence within the designated window of time wearing proper ID and uniform.
3.	Completion of a site survey and planning the installation with the customer (coaxial cable routing, antenna location, connection of devices).
4.	Verify services ordered and work to be performed with customer. Any non-standard / custom work with incremental costs associated must be communicated and agreed to in writing prior to commencement of installation. See Addendum A for VIP Installs and Addendum B for KA/KU installs for standard work policy changes for these install types. PLEASE NOTE THAT ALL NON-STANDARD CHARGES OR CUSTOM WORK SHALL BE SUBJECT TO DIRECTV’S PUBLISHED “NOT TO EXCEED” PRICING FOR EACH APPLICABLE CHARGE.
5.	Routing and properly attaching DIRECTV approved RG-6 coaxial cable through external and internal walls, as needed routing of cable through the attic without fishing interior walls is considered standard. Routing of cable through crawlspace and penetrating adjacent floor or wall fishing up to adjacent floor is considered standard.
6.	Any existing coaxial cable must be replaced unless the technician is able to verify the integrity and the quality of the existing coaxial cable meets DIRECTV’s standards. All pre-existing coaxial cable fittings are to be replaced.
7.	Proper use of DIRECTV-approved drop materials from the DIRECTV Approved Materials List is required. Proper use includes, but is not limited to, the use of approved tools for attachment of all fittings, approved switches or diplexers, approved coaxial cable, approved grounding devices, and approved coaxial cable clips or ties.
8.	All coaxial cable connections and entry points must be properly sealed.
9.	The system must be grounded to meet or exceed Local 1 NEC requirements.
10.	Properly mounting to customer’s home, aligning and peaking satellite antenna for maximum signal strength. Standard mounting includes, but is not limited to, the roof, eave, outside wall, balcony, deck, chimney pole, or ground pole mounts when necessary for line of sight, and tripod and other Non Penetrating mounts. Six lag bolts or anchor screws must be used on all mounting surfaces when available and the use of two monopoles for every KA/KU ODU installed on the roof, wall or other standard location.
11.	The ODU should always be marked on the mast with a permanent marker for tilt, azimuth, and elevation settings after optimal peaking and alignment. Only DIRECTV-approved ODUs should be used. See Addendum B and C for ODU specifications for KA/KU (HD Install) and Alaska /Hawaii.
12.	In any market where any programming is required from the 1104 or 119 4 orbital slots, a Triple Sat ODU is required on all installations. The exceptions are: KA/KU installs — see Addendum B — and Alaska /Hawaii installs — see Addendum C.
13.	Proper installation is required of a second 18 inch ODU and integration with the proper DIRECTV-approved multi-switch in all 72.52 markets where local channels have been requested.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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14.	Proper installation is required of the WorldDirect ODU (95°) and integration with the proper DIRECTV-approved multi-switch on all WoridDlrect installs.
15.	Dual coaxial cable runs are required on all AU2 and 18 inch installs, triple coaxial cable runs are required on all WorldDirect (95°) installs, and quad coaxial cable runs are required on all KAIKU and 72.5¢ installs from the ODU to the ground block or multi-switch.
16.	Dual coaxial cable must be run to all DIRECTV DVRs.
17.	Installation of one or more DIRECTV System IRDs as indicated on the customer’s Work Order.
18.	All IRDs must be connected to a land-based telephone line or DIRECTV-approved wireless phone jack.
19.	Connection of existing off-air antenna or active cable drop (enabling TV to function as it had prior to DIRECTV installation). This connection may not be diplexed/piggy backed down the coax on any RD install where a KA/KU ODU has been installed, and must be directly run from the off-air-antennalcable drop to the customer’s existing location(s) and integrated into all HD IRD’s at these same location(s).
20.	Connection of existing co-located devices (VCR / DVD, functioning surround sound, DVD, video games, etc.) and programming the DIRECTV Universal Remote Control to operate all applicable devices.
21.	Completion of a system test verifying signal strength (on all transponders on all required orbital slots), access card match, and telephone connectivity.
22.	Activation of DIRECTV service.
23.	Cleaning up any mess made during installation and removing debris from the customer’s residence. This includes removal of empty equipment boxes at customer’s request
24.	Removal of customer’s “DIRECTV-utilized” ODU is considered standard (upon customer request) provided the ODU is attached to the house and is less than one meter in size; non-DIRECTV ODUs may be removed and provided to the customer for disposal at their discretion.

• The ODU mast, reflector and LNB(s) should be removed; however, the foot of the ODU should remain attached to the home.

25. Customer education (minimum 20 minutes required) on the DIRECTV system operation and features including soft and hard resets and on how our system functions with existing customer equipment. Customer education should include but is not limited to; customer’s favorite channels locations, bow to set locks and limits, favorite channels set ups, PPV ordering, channel neighborhoods, location of local channels, DIRECTV interactive, and programming searches. Inform the customer about channel 114 & 201 (customer information) at the end of the customer education.

• Customer Education on the DIRECTV remote: including but not limited to, how to program the remote, how to navigate using the remote and programming the remote for all existing devices. If the provided codes do not enable the remote to work with the device, a code scan must be performed. All known codes for all devices should be written down for the customer on the receiver manual.

26. Completion of all applicable forms and obtaining customer’s signature certifying the job was completed to his or her complete satisfaction.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

21

27. Leaving installation company name and toll free or local telephone number with the customer enabling them to contact the Installation Company directly if there are any problems with the installation.

28. If, after arriving at a job the installation cannot be completed and is cancelled, the installer must explain to the customer in detail why they were not able to complete the job.

In addition to the above, the following unique requirements apply in these situations:

Addendum A: VIP Professional Installs

Include the following as applicable: wall fishes, customer-requested pole mounts (including coaxial cable drop and bury), non-pen or sled mounts, custom mounts (including but not limited to tripods and balcony mounts), diplexers (2), and wireless phone jacks (including base and extensions). Any or all of these are considered standard work on all VIP installs.

Addendum B: KA / KU High Definition Installs

I.	A BBC “B band converter” must be installed to the “SAT IN” with all H2O IRDs, and two BBC’s must be installed to both “SAT IN” connections on the HR20.
II.	All KA/ICU ODU’s must be peaked and aligned according to DIRECTV, Inc. and manufactures’ recommendations, including fine tuning both Azimuth and Elevation Settings.
III.	A Ground Pole Mount is considered standard on all KA/KU ODUs if needed for LOS (Line of Site), ONLY aesthetically requested Ground Pole Mounts are considered custom labor and may be charged to the customer.
IV.	Two monopole support arms must be installed on all wall and roof mounted KA 1 KU ODUs.
V.	A KA/KU ODU is required on ALL HD installs or upgrades.
VI.	A wideband 6X8 multi-switch is to be used on all KA/KU installs requiring more than 4 lines or on WorldDirect Installs.
VII.	A H2O and/or I-IR20 receiver is required on all KA/KU HD installs.

Addendum C: Alaska / Hawaii Installs

I. Installation of correct ODU(s)in Alaska / Hawaii is required:

a.	To acquire the 99”, 1012 and 1032 satellites requires a 1.2 M ODU (1.8 M in some areas)
b.	To acquire the 1102 and 1192 satellites requires a second 1.2 M ODU (1.8 in some areas)
c.	To acquire the 952 satellite requires an 87CM ODU
d.	Add the appropriate LNB kits to receive the proper programming per the customer Work Order request.

II.	“Standard IRDs” in AK or HI are the H20s, standard DVRs are HR20s.
III.	A wideband 6X8 multi-switch is to be used on all Alaska / Hawaii installs requiring more than 4 lines or on WorldDirect Installs.

Addendum D: DIRECTV on Demand installs

I. Installation of Internet connection to HD DVR

a.	A DIRECTV approved Ethernet adapter must be installed to an available Ethernet connection at the customer’s router.
b.	A DIRECTV approved Ethernet adapter must also be installed to Ethernet port on the back of the DIRECTV HDDVR.
c.	The DIRECTV HDDVR must be configured to connect to the DIRECTV on Demand service.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

22

In no event shall Contractor skip any of the above steps when installing a Customer within an MDU structure which has been previously wired for L-band distribution of the DIRECTV Service (an “MDU Resident”). All such MDU Residents must receive signal from his/her own installed antenna. If an antenna cannot be installed for any reason, the Work Order is to be cancelled and the MDU Resident is to be informed that he/she needs to contact the building manager in order to receive information about receiving the DIRECTV Service.

Advanced Products Installation Checklist

1.	DVRs require continuous phone connections without exception
2.	For all Advanced Product installations or upgrades you will need the following:

a.	F fittings
b.	Single R06 coaxial cable
c.	* Dual Line RG6 coaxial cable
d.	* Dual Ground Blocks
e.	Standard tools
f.	Spare Dual LNB

3.	If a customer currently has an 18” ODU with a single LNB and they are keeping the 18” ODU it will have to be upgraded to a dual LNB prior to any other steps.
4.	Each advanced product requires 2 ports. Each standard receiver requires 1 port. Sum the ports to determine the switch configuration needed. Examples;

a.	1 advanced product and 2 standard receivers = 4 ports
b.	2 advanced products and 1 standard receiver = 5 ports

5. If the customer’s equipment will use a 18” ODU and will require:

a.	2 ports -— DUAL LNB
b.	3 to 4 ports — 3x4 multi-switch
c.	5 to 8 ports -— 4x8 POWERED multi-switch

6. If the customer’s equipment will use a 18”x20” ODU and will require:

a.	2-4 ports -— Use existing switch or built in switch KaElu or AU2 ODU
b.	5 to 8 ports —

i. Use a 4x8 of 6x8 (Ka/Ku,72.5, or WorldDirect customers) multi-switch

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

23

ii. 2 dual ground blocks or 1 quad ground block

The DIRECTV residential Customer Education includes the following:

29. The technician must follow all guidelines regarding proper materials and installation practices set forth in the standard residential statement of work.

30.	Completion of a site survey and planning the installation with the customer (Coaxial cable routing, antenna location, connection of devices). The Technician must verify approval of the installation and explain why the ODU is mounted in the best possible location and explain and receive written approval for all customer installation charges.
31.	The technician is required to provide and review the “Welcome kit” with the customer.
32.	Customer education on the IRD, Remote control and Programming must include the following:

a)	How to perform soft and hard resets of the IRD
b)	How to access and navigate through the IRD guide.
c)	How to change inputs on TV or AV receiver for viewing of DIRECTV or other customer equipment.
d)	How our DIRECTV system functions with existing customer equipment including how to record on a VCR, how to play a DVD, and how to use surround sound.
e)	How to set locks and limits
f)	How to order PPV
g)	Location of local channels including XM music channels
h)	DIRECTV interactive how to use and navigate
i)	Explain usage and location of all mix channels
j)	How to do programming searches.
k)	How the Caller ID works and how to disable or enable the caller ID and check previous call in phone numbers.
l)	Inform the customer about the customer information channels (114), (201) at the end of the customer education.
m)	How to access games, when applicable
n)	How to navigate using the remote in the guide
o)	How to program the remote for all existing devices and how to program new components to the DIRECTV remote.

a. All known codes for all devices should be written down for the customer on the receiver manual.

p)	How to navigate the menu using the remote including info and test screens
q)	How to check signal strength

33. Completion of all applicable forms and obtaining customer’s signature certifying the job was completed to his or her satisfaction.

34. Leaving installation company name and toll free or local telephone number with the customer enabling them to contact the installation Company or installer directly if there are any problems with the installation.

35. Final walk through with the customer showing ODU location, Multi-switch location and type of multi-switch if applicable, and all receiver locations.

36. If, after arriving at a job the installation cannot be completed and is cancelled, the installer must explain to the customer in detail why they were not able to complete the job.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

24

37.	Customer Education should be a minimum of 20 minutes
38.	Ask customer if they are completely satisfied and if there is anything else they require.

Addendum A: DVR Customer Education

I.	How to record programming
II.	How to pause rewind and fast forward using the remote
III.	30 second skip
IV.	Setting up series link
V.	How to access and delete recorded programming from “My VOD”
VI.	How to check to do list
VII.	PPV purchasing and recording including the ability to record and watch later
VIII.	Show the customer the location of the DVR plus channel 1000 and explain the future location of DIRECTV plus welcome video in showcases.

Addendum B: KA/1CU HD installs Customer Education

I.	Off air antenna channel location and integration
II.	Importance of the BBC for programming reception
III.	How to change display mode
IV.	HD channel locations including local channels where available
V.	How to change TV Format
VI.	HD DVR should encompass a combination of HD installs and DVR installs

Addendum C: EarthLink Customer Education

I.	How to install and configure modem
II.	How to connect and reset the modem
III.	How to check wireless Signal strength
IV.	How to troubleshoot connectivity

Addendum D: Wild Blue Customer Education

I.	How to install and configure the software
II.	How to connect and reset the modem
III.	How to check Signal strength
IV.	How to troubleshoot connectivity

Addendum F: DIRECTV on Demand Customer Education

I.	How to install and configure the DIRECTV Ethernet adapter to the customer’s router and HDDVR
II.	How to connect to the DIRECTV on Demand service on the HDDVR
III.	How to identify if the DIRECTV approved Ethernet adapter is functioning.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 2.c.

PERSONNEL. VEHICLES AND UNIFORMS

     A. Personnel. With respect to any employee or Approved Subcontractor, as defined below, who is assigned by Contractor to perform its duties under this Agreement, any part of which requires entrance by the employee onto property owned or rented by a DIRECTV customer, or any other citizen of the community, Contractor warrants that such individual is qualified, able and suitable to perform the duties assigned in a good, professional and workmanlike manner and with care and concern for DIRECTV, DIRECTV’s customers, third parties and any of their property, and that they have successfully completed SBCA Certified Installer Training (or other DIRECTV-approved training program) and have been otherwise properly trained to perform and provide the Services hereunder (Services could expand requiring specific DIRECTV training). Specifically, Contractor shall only allow those employees and Approved Subcontractor technicians who have successfully completed the applicable DIRECTV-approved training program to perform those Services which require a certain minimum level of training (i.e., Grades 1-3 DIRECTV commercial installation certification). In the event that Contractor is considering offering employment to an individual then currently employed by another installation and service contractor of DIRECTV, Contractor shall inform DIRECTV of this decision prior to any offer of employment being made. Throughout the Term, Contractor shall maintain an accurate database setting forth the skill sets and training programs completed by each of its technicians and such data shall be subject to independent review by DIRECTV pursuant to Section 2.d of the Agreement. Contractor shall, throughout the Term of the Agreement, maintain a minimum one-to twenty (1/20) supervisor to technician ratio, including Approved Subcontractors, in each individual market that Contractor operates. In addition, Contractor hereby agrees to include a reasonable background check and drug screen on potential employees (including both new individuals and former employees who desire to return to Contractor) within its standard hiring/operating policies with respect to those individuals whose employment shall include performing the Services. Both the individual employee background checks as well and the results of negative drug screen shall be made available to DIRECTV upon reasonable notice to verify compliance. Specifically, Contractor shall ensure that:

          (i) such individual has been required to take a 5-panel drug screening test for those controlled substances as dictated by Contractor and the results of the test were negative prior to the offering of employment;

          (ii) a federal, state and county (including city, if applicable) criminal background check was performed on such individual (including sex offender database check) and the check revealed no (a) convictions for felonies, (b) (commencing May 1, 2007), misdemeanor convictions related to violence or sex offenses, or (c) other information which would indicate that the individual is a danger to DIRECTV, its customers, third parties or any of their property; and

          (iii) a social security number verification and DMV record review has occurred.

     B. Subcontractors. In no event shall Contractor appoint or allow any third party or subcontractor (each a “Subcontractor) to perform and provide any Services prior to (i) that Subcontractor providing to Contractor evidence of a reasonable background check and drug screen of each of its Services-providing technicians which is no less stringent than those requirements for Contractor as set forth above (Contractor to maintain on file all Subcontractor technician background checks and negative drug screen results available for audit by DIRECTV), (ii) that Subcontractor receiving and successfully completing SBCA Certified Installer Training (or other DIRECTV-approved training program) for each applicable technician, as determined by DIRECTV in its sole discretion and (iii) receiving an approval from DIRECTV (each an “Approved Subcontractor”), which approval may or may not be granted in DIRECTV’s discretion; provided, however, that in any DMA in which Contractor is authorized to perform the Services, Contractor shall not permit Approved Subcontractors to perform more than [****] of Contractor’s aggregate Work Orders in any particular DMA in any given accounting month during the Term, without the prior written approval of DIRECTV. In the event Contractor engages or otherwise utilizes Approved

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

26

Subcontractor(s) in the performance of Services as set forth herein, Contractor shall cause such Approved Subcontractor(s) to comply with and abide by the terms, conditions and restrictions imposed upon Contractor as set forth in this Agreement, including all attachments and exhibits related thereto; provided, however, that Contractor shall be solely responsible for the methods, techniques, sequences, and procedures of the Services to be provided hereunder and the timely completion of each Work Order performed by such Approved Subcontractor(s), if any; provided, further, that the utilization of a Subcontractor may be expressly forbidden pursuant to the specific terms of the attached Statement of Work applicable to the contemplated Service. On a monthly basis, Contractor shall be obligated to provide to DIRECTV, a written list of its Approved Subcontractors who actually performed Services. All Approved Subcontractor usage data provided to DIRECTV shall be subject to verification by DIRECTV as set forth in paragraph 2.g. In addition, each Approved Subcontractor shall be identified in CSG Workforce Express, or any successor system, such that DIRECTV may at all times determine the labor capacity of each such Approved Subcontractor. DIRECTV, in its sole discretion and upon notice to Contractor, may terminate the Approved Subcontractor status of any such third party or subcontractor and Contractor may not engage or otherwise utilize such third party or subcontractor in the performance of Services as set forth herein unless and until DIRECTV, in writing, reinstates such third party or subcontractor as an Approved Subcontractor, if ever. In addition to Approved Subcontractors who shall be performing Services hereunder, Contractor may elect to deploy third parties with respect to certain call center and/or data management activities. In no event shall any such third party vendor have access to any DIRECTV Confidential Information, as defined in Section 23.a. of the Agreement, prior to DIRECTV’s (i) written approval of such third party vendor, and (ii) receipt of a fully executed confidentiality agreement, including terms and conditions materially consistent with Section 23, by and between Contractor and such third party vendor (at which point such third party vendor would become an Approved Subcontractor).

     C. Identification Cards. Contractor, at its own expense, will provide identification badges to be worn by personnel, including Approved Subcontractors, engaged in the performance of Contractor’s duties under this Agreement. DIRECTV shall provide Contractor with a generic ID card template to be used. Such badges will include the name, address and telephone number of Contractor, in addition to a photograph and the name of the individual wearing the badge. The identification badges will be displayed by all Contractor personnel at all times while performing the Services and shall indicate that the installer is an authorized DIRECTV installer. In addition, installers and maintenance personnel will present a professional appearance at all times and will wear DIRECTV uniforms, as set forth below. Qualifications for performance shall include, but not he limited to, customer-relations skills, technical skills and adherence to dress standards. Employees shall identify themselves as Contractor’s employees, not DIRECTV employees, in any circumstance where identification is necessary.

     D. Vehicles. DIRECTV requires that no less than eighty percent (80%) of all Work Orders performed shall be carried out by technicians driving vehicles meeting DIRECTV’s standards. Therefore, Contractor’s aggregate vehicle fleet, including those vehicles used by any Approved Subcontractor shall consist of no less than eighty percent (80%) of new or like-new and damage-free, OSHA-compliant, white vans or trucks with matching, white truck-bed shell. In addition, while no more than twenty percent (20%) of all vehicles, either HSP or Approved Subcontractor or both, may be a color other than white, each such vehicle shall be new or like-new and damage-free, OSHA-compliant vans or trucks. DIRECTV’s specific standards as to what shall constitute new or like-new, as well as the trademark guidelines, shall be clearly set forth within the DIRECTV vehicle approval policy.

     Failure by Contractor to meet this fleet requirement shall be considered a material breach of this Agreement. Only vehicles owned or leased as well as insured by Contractor, or the Approved Subcontractor, if applicable, will be considered for eligibility under the minimum fleet requirement. Contractor shall clearly identify all vehicles and other major equipment operating under the authority of this Agreement with Contractor’s name and phone number as a service provider for DIRECTV or such other entity as DIRECTV may reasonably direct. Contractor shall display the DIRECTV logo on all vehicles and other major equipment it operates under this Agreement in accordance with the terms hereof and in accordance with the terms of the trademark and logo guidelines provided by DIRECTV. In the event that DIRECTV creates a van “wrap” displaying the DIRECTV logo and/or other marketing or promotional messages related to the DBS service, Contractor shall be required to purchase

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

27

and install such wrap for each fleet vehicle required hereunder. In no event shall Contractor modify in any way the wrap (including, but not limited to, listed phone numbers on any part of the wrap) without the prior written approval of DIRECTV. In addition, any vehicle used by an Approved Subcontractor that displays the DIRECTV logo shall (i) clearly identify the vehicle as a contractor vehicle (including the phone number of the Approved Subcontractor), and (ii) only be in the form of a magnetic decal which shall be removed by the Approved Subcontractor at all times when such vehicle is not performing services on behalf of DIRECTV. In no event shall Contractor place, or allow any Approved Subcontractor to place, any DIRECTV markings on any vehicle not meeting the standards as set forth in the vehicle approval policy. All vehicles used by Contractor in the performance of the Services shall be kept clean and shall be maintained in accordance with reasonable standards specified by Contractor.

     E. Uniforms. Contractor shall require that all of its technicians, including all Approved Subcontractor technicians, performing Services within the residences or commercial establishments of DIRECTV customers wear no less than the approved DIRECTV shirt and cap while performing the Services. In addition, all technicians shall wear DIRECTV-approved pants while performing any Services. Such shirts or caps shall be offered to Contractor from DIRECTV, or its agent, at DIRECTV’s published prices. All other DIRECTV uniform items (including jackets) may be purchased by Contractor from DIRECTV, or its agent, at its discretion, but shall not be required attire under this Agreement. Notwithstanding the foregoing, Contractor may, on its own, purchase collared, uniform shirts from a third party and shall affix a DIRECTV logo/patch, at Contractor’s sole cost, in the exact same manner and appearance as is provided with the DIRECTV shirts; provided, however, that DIRECTV shall approve such shirt prior to implementation by Contractor (DIRECTV’s approval shall be based on the proposed shirt’s reasonable similarity to the uniform shirt provided by DIRECTV with respect to color and style).

     F. Personal Grooming Standards. Contractor shall ensure that all technicians (both employees and contracted Authorized Subcontractors) strictly adhere to the DIRECTV Personal Grooming Standards, as set forth in the Policies and Procedures.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 2.c.

CONTRACTOR CONTACT LIST

Mountain Satellite, Inc.
Attention: Zach McGuire
Phone: (303) 395-8865
Facsimile: (888) 298-9994
E-mail: zmcguire@ironwoodcommunications.com

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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EXHIBIT 3.

CONTRACTOR INSTALLATION & SERVICE RESPONSIBILITIES

     a. General. Contractor shall, (i) furnish all necessary materials, labor, tools, and equipment required for the successful completion of each Fulfillment Service hereunder; (ii) during the course of performing a Fulfillment or Service Work Order, avoid the accumulation of excessive, unsightly, or dangerous waste material, and shall ensure the orderly removal and disposal thereof; (iii) furnish and pay for all required licenses and permits, and post any bonds or security required under applicable laws, with respect to all Services performed by Contractor; (iv) be solely responsible for the methods, techniques, sequences, and procedures of DIRECTV System installation and other Services, if any, and the timely completion of each Work Order; (v) provide information regarding such DIRECTV System installation and other Services, if any, as reasonably requested by DIRECTV, in a format reasonably acceptable to DIRECTV; and (vi) abide by all local, state and Federal laws, statutes, rules, regulations and ordinances including applicable Consumer Protection Acts. In all of its activities as a representative for DIRECTV, Contractor shall conduct itself in a commercially reputable and ethical manner and shall engage in no deceptive sales practice or other practice which impugns DIRECTV’s reputation and goodwill.

          (i) Customer Ownership. In performing and providing the Fulfillment Services for DIRECTV customers, Contractor shall not obtain any ownership or otherwise any right to such DIRECTV customers or customer information related thereto (collectively, the “Customer Information”). As between DIRECTV and Contractor, the Parties agree and acknowledge that the Customer Information is confidential information of DIRECTV, and the use and dissemination of such Customer Information shall be subject to Section 23 herein.

          (ii) Training. Contractor agrees to provide at all times a qualified and fully-trained administrative, installation, and service staff. In performing and providing the Services hereunder, Contractor agrees to develop and implement at its expense adequate training programs based on specifications provided by DIRECTV (such specifications to include minimum classroom and field training requirements), and Contractor shall attend all training programs requested by DIRECTV. In addition, DIRECTV, in its sole discretion, may produce and distribute to Contractor, certain training materials by video broadcast or in video tape or CD ROM format. Such materials shall be made available to all technicians, including Approved Subcontractors by Contractor. Contractor shall provide a “hands on” training facility at each warehouse / plant location where eight (8) or more technicians report on a regular basis (daily or weekly). “Facility” shall be defined as a permanent, or mobile unit that includes, but is not limited to, IRD(s) (including advanced services), ODU(s), television, VCRIDVD, wiring diagrams, cable, drop materials, and specific tools used in DIRECTV installation and service. Contractor acknowledges and agrees that its provision of certain Services shall require the completion of specific training programs necessary to perform the tasks as set forth in the applicable Statement of Work. Certain training sessions or materials shall require that Contractor obtain signatures from each technician that may be scheduled to perform the Services addressed in the particular training session. Contractor shall maintain records establishing training dates identified by applicable subject matter, attendees and pass/fail records for all technicians involved in such training session. Such proof of receipt of training via technician signatures shall be subject to audit by DIRECTV.

     b. Installation and Service Specifications.

          (i) Contractor agrees that all Services provided by Contractor pursuant to this Agreement will be performed in a good and workmanlike manner in accordance with this Agreement, including the applicable Work Order and the Policies and Procedures. Contractor and Approved Subcontractors shall thoroughly study and know the contents of such Policies and Procedures and shall keep the most current form of such Policies and Procedures in their vehicles at all times as a reference source.

          (ii) Contractor warrants the quality and workmanship of all Services for the first twelve (12) months from the date of provision of such Services (unless otherwise set forth in the applicable Statement of Work), and shall timely repair or fix any defects in the Services provided, or otherwise re-perform the Services during the said time period without charge to DIRECTV or the customer.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

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          (iii) In the event that Contractor materially breaches the obligations in the provision of the Services hereunder, in addition to the termination and other rights DIRECTV may have hereunder, Contractor shall be responsible and liable for all costs and expenses incurred by DIRECTV in properly providing the Services and inspecting Contractor’s work; provided, however, that Contractor shall be solely liable for any damage to private or public property resulting in its provision of the Services, irrespective of the date on which such damage may manifest itself, and shall indemnify DIRECTV with respect to any such claims pursuant to section 18 hereunder.

          (iv) Contractor will obtain appropriate information and required locations with respect to the location of buried cables and utilities prior to performing any excavation or underground work and will locate, expose and protect from damage all existing underground facilities, including electrical, telephone, water, gas, sewer or other utilities. All location services must be performed in a timely manner to enable Contractor to meet the performance standards set forth herein.

          (v) In all installations of DIRECTV Systems where the customer has a phone line, whether working or not, Contractor shall use the phone line to connect each and every DIRECTV IRD in such DIRECTV customer’s premises. Contractor shall make every effort to have the DIRECTV IRD successfully pass a phone test and receive an impulse authorization. Contractor’s performance in connecting to the phone line, FOR NEW INSTALLATIONS ONLY, may result in incurring a chargeback if the percentage of non-responding IRDs, as measured on a monthly basis, exceeds 40% of all IRDs activated during new installations by Contractor that month.

          (vi) Contractor shall utilize only those contractual forms/agreements to be signed by DIRECTV customers upon installation/activation as prescribed by DIRECTV (the “DIRECTV Forms”). No modification to such DIRECTV Forms shall be permitted without DIRECTV’s prior written consent. With respect to each Service provided by Contractor hereunder, Contractor agrees that it will complete and obtain copies of the applicable DIRECTV Forms and will timely process and file the hard copies of such DIRECTV forms in accordance with DIRECTV procedures. Contractor shall provide the original or a copy of each completed DIRECTV Form to DIRECTV upon DIRECTV’s request.

          (vii) Upon completion of a Fulfillment Service, Contractor shall remove all of its tools, equipment and materials from the area, will leave the area clean and ready for use and shall restore the area to the same condition as it was prior to the performance of the Services.

          (viii) On a monthly basis, Contractor shall quality-inspect no less than three (3) separate jobs performed by each of Contractor’s employed technicians and identified by a valid “QC” Work Order, during the preceding calendar month and such work shall have a Quality Control pass rate of at least [****] (based on the “Quality Control Form” included in the Policies and Procedures as provided by DIRECTV). In addition, Contractor shall quality-inspect no less than three (3) separate Work Order jobs performed by each technician employed or contracted to each Approved Subcontractor and identified by a valid QC Work Order during the preceding calendar month, and such work shall have a Quality Control pass rate of at least [****]. Each inspection must include no less than one quality control picture of the DIRECTV System antenna at each inspected project, which pictures shall be maintained by Contractor in a neat and organized file, and forwarded to DIRECTV along with Contractor’s inspection reports upon DIRECTV’s request. For each inspection, Contractor shall use the form issued by D.IRECTV as the same may be reasonably modified by DIRECTV from time to time. Said form, along with the name of the technician being inspected and the date of inspection shall be filed within Contractor’s applicable field office and available for review by DIRECTV. Contractor shall, subject to customer’s availability, immediately make necessary repairs based on such inspection without additional compensation from DIRECTV or the applicable DIRECTV customer (if the customer is not available for repairs during the inspection visit, Contractor shall schedule its own appointment with the customer in order to repair the DIRECTV installation as quickly as possible). Any and all quality inspection of the Services provided hereunder shall be performed by an employee of Contractor

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

31

(supervisor or above) other than the employee or the individual who actually performed such Services. In no event shall an Approved Subcontractor perform any quality inspection on behalf of Contractor. Any failure by Contractor to perform the minimum number of inspections as required hereunder(and/or failure to achieve the minimum pass rate for such work inspected) for two consecutive measuring periods shall be deemed a material breach of this Agreement. Notwithstanding the foregoing, DIRECTV reserves the right conduct its own inspections of Contractors work. In the event that DIRECTV reasonably determines that the Services were not substantially performed pursuant to DIRECTV standards, DIRECTV shall issue a non pay Service Call Work Order requiring Contractor to promptly return and perform the needed service.

          (ix) In the event of a Service Call Work Order requiring the deployment of DIRECTV Hardware, Contractor shall use commercially reasonable efforts to use refurbished DIRECTV Hardware (packaging will identify receivers as new or refurbished) as opposed to new DIRECTV Hardware. It shall be Contractor’s responsibility to manage its supply of refurbished DIRECTV Hardware and timely order additional materials when needed.

     c. Ancillary Work. In some instances DIRECTV customers, or the recipient of the Services provided hereunder, may contract with Contractor to provide ancillary services related to the Services, but not specifically called for by DIRECTV within the Work Order (“Ancillary Work”). For purposes of an example only, such Ancillary Work may include the installation or relocation of an off-air antenna, the running of additional cable or a sidewalk bore. In the event Contractor agrees to provide such Ancillary Work, the actual rates for such services shall be negotiated and agreed to in writing by customer and the Contractor prior to the commencement of such Ancillary Work. The rates for such Ancillary Work may be included in the DIRECTV “Not To Exceed” pricing list set forth in the P&P. To the extent that the requested Ancillary Work is listed, pricing must be in accordance with DIRECTV’s then-published pricing. In such event, Contractor is operating as an independent contractor and is not an employee or agent of DIRECTV nor shall DIRECTV be a party to such transaction. In no event shall DIRECTV be responsible for the performance of Contractor with respect to any Ancillary Work nor shall DIRECTV warrant or guarantee the performance of Contractor with respect to the Ancillary Work. In performing Ancillary Work, Contractor shall provide customer reasonable written notification within its contract or work order form that DIRECTV is not the party providing the Ancillary Work. Notwithstanding the foregoing, Contractor warrants the quality and workmanship of all Ancillary Work for no less than first twelve (12) months from the date of provision of such service, and shall repair or fix any defects in the Ancillary Work provided, or otherwise re-perform the services during the said time period at no additional charge to the customer. In addition, Contractor agrees to charge the customer no more than reasonable market rates for the specific services provided (see DIRECTV’s recommended rates for Ancillary Work in the P&P, as defined in Section 2.4 of Exhibit 3.i.) .

     d. Materials. Contractor shall provide, at its own expense, all materials necessary to complete the Fulfillment Service hereunder (the “Drop Materials”). Exhibit 3.d., attached hereto and incorporated herein, contains a list of Drop Materials that Contractor shall possess throughout the Term.

     e. Response Times.

          (i) Scheduling. Prior to receiving connectivity with DIRECTV’s customer management system, as described in Section 2(a) above, Contractor shall have sufficient labor available to meet DIRECTV’s response times as set forth below no less than 95% of the time, as measured monthly on a per-DMA basis (subject to the impact of force majuere events, as shall be reasonably determined by DIRECTV), and shall inform DIRECTV’s dispatcher weekly of Contractor’s availability on a 90-day rolling forecast. After receiving connectivity with DIRECTV’s customer management system, Contractor agrees to enter, monitor and maintain a specified amount of time, seven (7) days a week, for morning appointments and afternoon appointments (or that appointment window as dictated by DIRECTV should DIRECTV elect to shorten the appointment window) on the scheduling management system for each assigned area to Contractor for Fulfillment Service responsibilities, during which Contractor will be available to respond to Fulfillment Service Calls scheduled in the system (the “Scheduling Quota”). Contractor agrees to maintain the Scheduling Quota for thirty (30) days in advance of each day, regardless of fluctuations due

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

32

to DIRECTV promotions or otherwise. Contractor shall manage the Scheduling Quota and its technical personnel work schedules so that certain time frames, as are determined by DIRECTV, are always available to DIRECTV customers for the following:

               (a) Installation Requests (including primary and additional outlet installations, upgrades, reconnects, antenna/outlet relocations and move/transfers): Appointment always available within seventy-two (72) hours of DIRECTV’s or DIRECTV customer’s request;

               (b) Service Call Requests (including all maintenance and repair calls): Appointment always available within twenty-four (24) hours of the creation of the applicable Service Call Work Order by DIRECTV (or the specific date requested by the DIRECTV customer if beyond the next day); and

               (c) Equipment Retrieval Requests: If applicable, appointment always available within seventy-two (72) hours of DIRECTV’s or DIRECTV customer’s request.

With respect to all scheduling, Contractor shall be required to maintain current, valid individual technician information (e.g., name, skill-set, shift, etc.) on a daily basis. For the purposes of this section, “available” shall mean that Contractor shall have no less than fifteen percent (15%) quota availability for the applicable DMA, as measured by the past average monthly quota.

          (ii) Installations.

               (a) Contractor shall be fully prepared to perform and complete all assigned, scheduled Fulfillment Service appointments on the scheduled date and within the scheduled appointment window, even if Contractor is unable to confirm such appointment with the DIRECTV customer. If a DIRECTV customer is not at the premises at the time of a scheduled appointment, Contractor shall leave a missed appointment door hanger, which shall be provided at Contractor’s sole expense and such door hanger shall contain Contractor’s name and phone number and such other information as requested by DIRECTV. Such door hanger must be pre-approved in writing by DIRECTV in accordance with the terms of this Agreement.

               (b) In the event that Contractor is unable to perform and complete all assigned, scheduled Fulfillment Service appointments on the scheduled date and within the scheduled appointment window, Contractor shall promptly contact the DIRECTV customer by telephone to notify the DIRECTV customer of the scheduling problem prior to the scheduled appointment time. Contractor shall promptly reschedule the appointment at the earliest time convenient to the DIRECTV customer, indicate the rescheduled appointment and the reason(s) therefor on its scheduling calendar; provided, however, that DIRECTV reserves the right to, upon notice to Contractor, immediately reassign such Fulfillment Service Work Order to another party in the event that such Work Order was not timely performed due to Contractor’s fault. In such case, Contractor shall not receive any compensation related to such Service and may, pursuant to Exhibit 3.e.(v), subject Contractor to a charge as a result of the missed appointment.

               (c) All Fulfillment Services shall be completed as scheduled.

          (iii) Maintenance and Service Calls. All maintenance and Service Calls dispatched to Contractor by DIRECTV shall be completed as scheduled. In the event that Contractor does not meet the “no later than next day” window for Service Calls, DIRECTV shall have the right to transfer the Work Order to another party and to charge Contractor for service work in the amount incurred by DIRECTV for the transferred Service Call Work Order. Contractor shall be required to bring back to specification any installation of a DIRECTV System found to be out of specification, regardless of the original nature of the Service Call.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

33

          (iv) Rescheduling. In the event DIRECTV customer requests a rescheduling of an appointment through Contractor, Contractor shall promptly notify DIRECTV of such request and the rescheduled appointment time and date. Contractor shall monitor all rescheduling of Work Orders by DIRECTV and shall complete the rescheduled appointment pursuant to the terms as set forth herein.

          (v) Performance Standards; Customer Interviews. Contractor shall be required to meet the performance standards (the “Performance Standards/Chargebacks”) described herein and as set forth in Exhibit 3.e.(v). In addition to the specific Performance Standards, DIRECTV shall interview by phone or other method, any number of newly-installed customers to obtain feedback on such customer’s overall installation experience as provided by Contractor (“Customer Interviews”). Such Customer Interviews will address issues including, but not limited to, installation scheduling and performance, technician neatness (uniform compliance) and professionalism, DIRECTV Service demonstration by the Contractor technician, and costs related to Ancillary Work, if any. Contractor, at its sole cost, shall be required to provide retraining (as provided by DIRECTV) of all Contractor technicians should DIRECTV reasonably believe that Contractor’s technicians are performing in a substandard manner with respect to any particular process within the overall installation experience. Any particular data collected regarding Contractor appointment scheduling shall be included in the applicable monthly calculations by DIRECTV of the Performance Standards.

     f. Equipment Retrievals. When a DIRECTV System receiver is replaced by Contractor during a Service Call, Contractor shall retrieve the old receiver, including the access card, from the DIRECTV customer and Contractor shall promptly forward the old receiver and access card to DIRECTV’s hardware reburbisher. DIRECTV will monitor the number of receivers activated upon a receiver swap against the number of used receivers returned by Contractor. To the extent that the number of returned receivers is materially less than the number of those newly activated pursuant to the receiver swap, DIRECTV, in its sole discretion, reserves the right to charge Contractor back for a reasonable amount of this loss.

     g. Education: Customer Follow-up. Contractor shall, at the time of installation of a DIRECTV System, provide each DIRECTV customer with adequate customer education, as set forth in Exhibit 1.a.iii, regarding the use and operation of DIRECTV System. During each Service Call, Contractor personnel shall provide DIRECTV customers with adequate education regarding the nature of the problem leading to the maintenance or other Service Call and the resolution of such problem. Such customer education shall include no less than Contractor personnel performing each step set forth in the Installation Checklist, attached hereto and incorporated herein as Exhibit 3.g. Contractor shall collect from each applicable customer a completed Installation Checklist signed by customer and such checklists shall be kept on file at Contractor’s applicable office for DIRECTV’s review. In addition, Contractor shall outbound phone call or otherwise contact one hundred percent (100%) of the customers serviced by Contractor under (i) the “repeat service call within 60 days” scenario, (ii) a rescheduled call and (iii) any canceled job each month in order to verify the level of performance provided by Contractor’s technicians. DIRECTV shall provide to Contractor recommended questions to be posed in such customer contacts. Such data shall be subject to audit and review by DIRECTV.

     h. Property Damage Claims; Other Claims; Injuries. Contractor shall notify DIRECTV’s designated contact person in writing within twenty-four (24) hours of each known incident in the course of its installations or performance of other Services hereunder resulting in property damage or some other claim. Contractor shall promptly investigate all such incidences and reach resolution satisfactory to DIRECTV and the DIRECTV customer or other affected party as soon as possible upon notice and not later than that time period set forth in the Policies and Procedures. During the course of the investigation, Contractor shall provide periodic status reports to DIRECTV’s designated contact person within the DIRECTV Home Services Damage Claim Department. To the extent that Contractor does not comply with this Section 3(h) (or the applicable Policies and Procedures) or for whatever other reason DIRECTV deems it necessary to take any action to investigate, defend, or resolve any such incidences, DIRECTV shall have the right to charge back, invoice or otherwise recoup the costs of such investigation, defense and resolution from Contractor pursuant to the terms of the Damage Claim section of the Policies and Procedures. In addition to a chargeback equal to DIRECTV’s actual costs associated with its resolution of a Contractor-caused damage claim, DIRECTV shall also charge Contractor an administrative fee equal to [****] for each damage claim that DIRECTV is left to resolve as a result of Contractor’s inability to timely address. Notwithstanding the foregoing, all allegations of bodily injury, other than those covered under Workers Compensation laws, must be immediately reported in writing to DIRECTV’s designated contact person.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

34

     i. DIRECTV System Hardware sold to Contractor by DIRECTV. Throughout the Term of the Agreement, DIRECTV may require that Contractor purchase DIRECTV Hardware or System components such as an ODU and/or LNB from DIRECTV and deliver and provide Services for such DIRECTV System Hardware specifically in the fulfillment of DIRECTV offers. Such DIRECTV Hardware and/or System components purchased by Contractor would then be purchased back by DIRECTV upon the deployment by Contractor of the specific material as documented in the applicable Work Order. The purchase by Contractor (as well as the re-purchase by DIRECTV) of DIRECTV System and/or component inventory, including the execution and filing of applicable UCC statements shall be performed in accordance with the terms and conditions of such arrangement as hereby set forth in Exhibit 3.i. Exhibit 3.i. may be amended from time to time by the mutual agreement of the Parties.

     j. Call Center Requirements. To the extent that Contractor employs personnel (or contracts with an Approved Subcontractor) to provide call center services with respect to DIRECTV customer contact for the Services hereunder, the following metrics must be met, as measured on a monthly basis:

          (i) ASA (Average Speed of Answer) of sixty seconds or less, 85% of the time.

     Such call center connectivity shall allow for authorized DIRECTV-employee real-time, remote monitoring.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

35

EXHIBIT 3.d.

DROP MATERIALS; TOOLS

REQUIRED MATERIALS TO PERFORM EACH WORK ORDER
(subject to change from time to time)

See the Service Provider Installation Guide, (“SPIG”)

MINIMUM TOOLS REQUIRED TO PERFORM EACH WORK ORDER

DIRECTV^® installer only

Inclinometer wlCompass
Digital Volt 1 ohm Meter
Satellite Signal Strength Meter

ADDITIONAL TOOLS RECOMMENDED TO PERFORM EACH WORK ORDER

Adjustable Wrench 10”	Cable Caddy
Side Cutters	Drill 1/2” electric
7,16” open end wrench	100’ grounded extension cord
pliers	Drukkm Cordless, ?”
needle nose pliers	Drill Bit 1/4” x 18” Masonry
Slot Screwdriver set	Drill Bit 3/8” x 18” Masonry
Phillip Head Screwdriver set	Drill Bit 3/8” x 18” Masonry
Wire Strippers	Drill Bit 3/8” x 18” Masonry
Cable Prep Tool Set for RG-56	Drill Bit 5/8” x 18” Masonry
Crimp Tool to match RG-6 connectors	Drill Bit 5/8” x 18” Masonry
RJ-11 modular Crimp Tool for Telephone	Drill Bit 1/4” x 18” Masonry
Telephone Wire Line Tester	Drill Bit 1/4” x 18” Masonry
Torque Wrench	Fish Tape and Reel, 100”
Staple gun for phone wire application	Ladder, Fiberglass, House minimum 28’
Hack Saw	Ladder Step 6”
Hammer, Decking, 20 oz.	100’ 3/8” rope hand line
Level, Pole type	Safety belt with strap
Tape Measure (30’)	Post hole Digger (9” Scissors)
English socket set to 3/4” w / ratchet	Spud Bar 72”
Metric socket set to I8mm w / ratchet	Round Tip Shovel
Bow Saw — 30”	Trenching Shovel
Tree Prune wl Fiberglass Handle
5 Gallon Pail

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

36

EXHIBIT 3.e.(v)

PERFORMANCE STANDARDS/CHARGEBACKS

     The performance standards (the “Performance Standards”) listed below are the minimum operational standards with which Contractor must comply for all Services performed under this Agreement. The Performance Standards listed below do not comprise an all-inclusive list. Contractor is responsible for compliance with all terms and conditions of this Agreement and DIRECTV’s policies and procedures, whether or not contained in this Exhibit 3.e.(v). Performance Standards, other than the customer satisfaction score, shall be measured on a per DMA basis and are based upon [****] figures when measured approximately [****] after the end of each [****], unless otherwise provided herein. Source systems to acquire data for Performance Standards measurement shall include CSG/WorkForce Express or other workforce management system, STMS and WRQES audit database.

     1. Service Calls within sixty (60) days of prior visit: Closed Service Call Work Orders to the same address opened within sixty (60) days of the close date of any prior visit (irrespective of whether the prior visit was for an installation, movers, upgrade or service call) shall not exceed [****] of the applicable monthly closed Work Order volume during Q2, 2007; [****] during Q3, 2007 and [****] during Q4, 2007 and beyond.

     2 Cancel Rate. New Installs: Contractor shall maintain a cancel rate on New Installation work orders of less than [****] of all New Installation work orders completed.

     3. Escalation Rate; Opened escalations as a percentage of all monthly scheduled work orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).

     4. Customer Satisfaction: Contractor shall achieve a monthly blended customer satisfaction score as measured across Contractor’s entire territory, based on customer interviews conducted by a third party, of no less than [****].

     5. ADTA. New installations shall not exceed [****] for the average days to activate, as measured monthly.

     6. ADTC. Upgrades shall not exceed [****] for the average days to close, as measured monthly; Movers/former customers shall not exceed [****] for the average days to close, as measured monthly; Service Calls shall not exceed [****] for the average days to close, as measured monthly

     For each DMA meeting or exceeding both the Performance Standard metrics above, as well as the additional metrics as set forth in Attachment A hereto, during the monthly measuring period shall entitle Contractor to specific incentive bonuses in accordance with the terms and conditions set forth in Attachment A. Failure by Contractor to comply with any one of the above Performance Standards, as calculated on a monthly basis, FOR [****] within a particular DMA shall be deemed a material breach of this Agreement; provided, however, that the customer satisfaction score shall not be DMA-based. In the case of the customer satisfaction score, failure to achieve the minimum score for [****] shall be deemed a material breach by Contractor. Contractor shall have [****] from receipt of written notice of such failure to cure its default as is set forth in section 8.b. of this Agreement (performance, in this case, shall be measured during the [****] period following the date of receipt of such notice). Failure by Contractor to cure its material breach within this [****], may result in immediate termination by DIRECTV at its sole discretion. Any failure by Contractor to comply with any particular Performance Standard (other than the customer satisfaction score) for more than [****] in any [****] period during the Term within a particular DMA shall, upon written notification from DIRECTV, constitutes a non-curable material breach, providing DIRECTV with the option to immediately terminate this Agreement pursuant to section 8.c. of this Agreement. In either event, DIRECTV may, short of termination, elect to remove Contractor from any current DMA (both performing and nonperforming) should Contractor be unable to cure the breach of these performance standards within the allotted cure period.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

37

NON-PERFORMANCE CHARGEBACKS

In addition to the above. Contractor may be subject to the following chargebacks:

(i)	Should Contractor’s overall satisfaction score fall below [****] in any measuring month, every compensable Work Order for that month shall be reduced by [****].
(ii)	DIRECTV has implemented an “On Time Service Guarantee” program which will result in a [****] credit to customers who experience a late-arriving technician, missed appointment or a No Call/No Show. This will apply to all Installation, Mover, Upgrade or Service Call Work Orders for residential customers. The customer shall be eligible to receive a [****] credit to his/her account if Contractor’s technician, including any Approved Subcontractor, has not arrived by the end of the appointment window (the applicable 4-hour window (or the applicable “first AM/last PM window” during Daylights Savings)). To the extent that DIRECTV reasonably determines that the customer’s complaint regarding a late or missed appointment is legitimate, Contractor shall be subject to a charge back equal to the $100 credit provided by DIRECTV to the customer.
(iii)	In the event that an Office of the President escalation, Contractor will be charged back [****] if it is determined by DIRECTV, in its reasonable discretion, that the issue is based on the poor performance of Contractor, whatever that may be. To the extent that the customer/pending customer elects to terminate the relationship with DIRECTV as a result of this poor performance, DIRECTV shall have the right to charge Contractor back an additional amount of [****], for a total of [****]

* The customer satisfaction score shall be determined by an overall, basic rating by the DIRECTV customer as to the outcome of the services (both Fulfillment and Service Calls) provided by Contractor (specifically, a rating by the customer of being “not satisfied,” “somewhat satisfied” or “very satisfied” with the performance of Contractor as it relates to the Services required by the applicable Work Order assigned by DIRECTV to Contractor). A passing customer satisfaction score shall equate to no less than [****] out of every [****] customers’ acknowledgment of being either “somewhat satisfied” or “very satisfied” with Contractor’s performance. Telephone interviews of each such customer shall be conducted by DIRECTV or DIRECTV ‘s authorized agent.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

38

EXHIBIT 3.g.

INSTALLATION 1 SERVICE SATISFACTION CHECKLIST

Please see current Checklist form in the P&P

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

39

EXHIBIT 3.i.

SALE OF DIRECTV SYSTEMS AND COMPONENTS TO CONTRACTOR

I. THE USE OF CONTRACTOR-OWNED DIRECTV SYSTEM HARDWARE

     1. SALE OF DIRECTV SYSTEMS.

          1.1 SALE. From time to time during the term of this Agreement, DIRECTV agrees to sell to Contractor, and Contractor agrees to buy, DIRECTV System components (including individual receivers, ODUs and LNBs) (collectively, “DIRECTV System Components”), solely for use in connection with DIRECTV customer installations and service work as described in Section 5 below, in such quantity as is reasonably determined by both Contractor and DIRECTV, through modes of transportation as reasonably determined by DIRECTV. As between DIRECTV and Contractor, DIRECTV shall be solely responsible and liable for any and all costs and expenses related to the shipment of all DIRECTV System Components to Contractor under this Agreement, subject to the conditions set forth in Section 2.5 below. Contractor hereby agrees that it will only use the DIRECTV System Components purchased from DIRECTV hereunder for DIRECTV-assigned Work Orders which require the consumption of such Contractor-owned DIRECTV System Components and for no other purpose whatsoever, including, but not limited to. Contractor’s own sales initiatives, if any.

          1.2 TITLE. The title to each and every DIRECTV System Component sold and shipped to Contractor hereunder shall remain with DIRECTV until such DIRECTV System Component is delivered to, and accepted by, Contractor or to its consignee. Notwithstanding anything to the contrary contained herein, upon receipt of DIRECTV System Components, and until such DIRECTV System Components are provided to a DIRECTV Customer and accepted by such DIRECTV Customer, Contractor shall remain liable for any and all losses, thefts, damages or otherwise (collectively, “Casualties”) in connection with such DIRECTV System Components and shall maintain adequate insurance to protect such DIRECTV System Components from and against any and all Casualties.

          1.3 SECURITY INTEREST. Contractor hereby agrees to grant to DIRECTV a first priority security interest (the “Security Interest”) in and to each and every DIRECTV System Component purchased, but not yet paid for, by Contractor from DIRECTV for the purposes of this Exhibit 3.i. during the Term of this Agreement. Promptly upon execution of this Amendment, Contractor shall execute and file any and all documents requested by DIRECTV to perfect DIRECTV’s Security Interest in and to such DIRECTV System Components pursuant to the terms hereunder, including, but not limited to, UCC-1 documents. In addition, Contractor shall not encumber or otherwise cause any liens or security interest to be placed on such DIRECTV System Components prior to the payment by Contractor of each specific DIRECTV System Component.

     2. PAYMENT OF DIRECTV SYSTEMS; REPORTING RECONCILIATION.

          2.1 INVOICING PROCESS. DIRECTV shall provide an individual invoice (the “DIRECTV System Invoice”) for each sales order shipment of DIRECTV System Components sold to Contractor. The DIRECTV System Invoice shall be generated on the date of individual shipment. Contractor shall have the affirmative duty to inspect each received shipment to verify actual count and to note any visible physical damage to the shipment. Without the timely reporting to DIRECTV of any discrepancy as set forth below in Section 2.5, DIRECTV shall invoice Contractor based solely on DIRECTV’s copy of the advanced shipment notification generated by DIRECTV’s shipping agent applicable to such DIRECTV System Invoice.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

40

          2.2 INVOICE DUE DATE/OFFSETTING. Other than the exception stated in the following sentence, the DIRECTV System Invoice due date shall be thirty (30) days from the date of the applicable shipment; provided, however, that in the event that the due date is extended beyond thirty (30) days, that specific period shall be stated on the applicable invoice. Notwithstanding the foregoing, all advanced product receivers (DVRs, HD and HD-DVR receivers) purchased will have an invoice due date of forty-five (45) days from the date of the applicable shipment. The Invoice shall primarily be for notification purposes and shall state that payment to DIRECTV is not to be effectuated by the actions of Contractor. Rather, on the due date as set forth on the applicable Invoice, DIRECTV shall automatically offset the DIRECTV System Invoice balance against any amounts owed by DIRECTV to Contractor under this or any other agreement between the parties, including those Fulfillment, Service Call, any incentive or bonus, hardware reimbursement or sales commission payments (as more fully detailed in Section 6, below) then currently due to Contractor from DIRECTV.

          2.3 HARDWARE SHIPPING SCHEDULE COSTS. It is the parties’ intent to ship hardware from DIRECTV to Contractor’s plants weekly based on DIRECTV’s rolling ninety (90) day consumption forecast specific to the region(s) serviced by each of Contractor’s applicable DIRECTV-authorized ship-to locations. Upon the receipt of the applicable forecasts, Contractor shall determine the amount of hardware desired to cover the intended weekly consumption period and shall order those amounts of hardware from DIRECTV through DIRECTV’s purchase order (“PO”) process. Upon the receipt of such PO, DIRECTV shall issue a corresponding sales order and shall initiate the shipment of such sales order. Contractor may, in its reasonable discretion, request more or less hardware in its weekly PO than as is advised by DIRECTV based upon DIRECTV’s rolling forecast and DIRECTV shall ship that requested amount; provided, however, that in the event Contractor requests LESS THAN the advised amount as communicated by DIRECTV and Contractor then requires an additional shipment to cover the unanticipated shortfall (a “Contractor Shortfall Order”), Contractor shall be solely responsible for all shipping costs related to that specific Contractor Shortfall Order. Those shipping charges to Contractor shall reflect DIRECTV’s actual shipping costs related to the specific Contractor Shortfall Order. In addition, if Contractor requests delivery of hardware in either less-than full pallet quantities and/or delivery to locations requiring a lift gate service, DIRECTV, in its sole discretion, may elect to charge Contractor an additional handling fee of $1.50 per unit for less-than full pallet quantities and $30.00 per pallet requiring lift gate service. In the event that consumption exceeds DIRECTV’s anticipated forecast on which Contractor based its weekly PO of hardware and an expedited shipment is required (a “DIRECTV Shortfall Order”), DIRECTV shall be solely responsible for all shipping costs related to that specific DIRECTV Shortfall Order. In no event shall DIRECTV have any obligation to “buy-back” hardware ordered by Contractor as a result of a shortfall in the anticipated the forecasted sales volume; provided, however, that Section 7 hereunder sets forth those limited scenarios where a hardware buy-back by DIRECTV may be applicable.

          2.4 HARDWARE RECEIPT/RECONCILIATION PROCESSES. Contractor shall have up to fifteen (15) days from the shipping date of the applicable sales order to report back to DIRECTV any discrepancies between its PO and the shipped amounts pursuant to DIRECTV’s sales order. Such discrepancies would include missing units, visible damage and serialization inconsistencies. With respect to potentially latent problems with hardware, including DOA receivers and inaccurate access card information, such discrepancies shall be reported to DIRECTV no later than sixty (60) days from the shipping date of the sales order which included the unit in question. This reporting process shall follow the terms set forth in the P&P.

          2.5 PURCHASE OF REFURBISHED RECEIVERS. Certain makes and models of used receivers, as identified by DIRECTV, shall be returned by Contractor to DIRECTV or its agent for refurbishment after such receiver has been replaced during a Service Call. Pricing of refurbished receivers will be the same as a new unit of the same make/model. It is the parties’ intention that Contractor shall limit its purchase of refurbished receivers to that approximate number of receivers previously returned to DIRECTV (or its agent) by Contractor for repair or refurbishment. All DIRECTV System Components to be consumed by Contractor on Work Orders generated by DIRECTV ‘shall only be purchased by Contractor from DIRECTV pursuant to the terms hereunder. In the event that DIRECTV is unable to timely provide sufficient DIRECTV System Components required by Contractor to timely perform pending Work Orders, Contractor may, upon the agreement of the parties, acquire components from other pre-approved sources; provided, however, that any use of non DIRECTV-provided System Components by Contractor in the fulfillment of a Work Order which has not been pre-approved in writing by DIRECTV shall be deemed a material breach of the Agreement.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

41

     3. CUSTOMER PURCHASE OF DIRECTV SYSTEMS/TITLE TRANSFER. DIRECTV may from time to time deliver a Work Order to Contractor for a particular installation, ordering the purchase of a DIRECTV System Component and identifying the particular DIRECTV System Component, DIRECTV Customer his/her address, how many DIRECTV System Components will be delivered to him/her, and other pertinent information. Contractor shall acknowledge receipt of the Work Order and shall thereupon sell to DIRECTV, and DIRECTV shall purchase, the designated DIRECTV System(s) at the price (“Purchase Price”) and on the payment and other terms and conditions set forth in this Exhibit 3.i. for sale by DIRECTV to the DIRECTV Customer. Title to and risk of loss of the DIRECTV System Component so purchased shall pass to DIRECTV upon delivery and installation of the System at the designated DIRECTV Customer’s location (at which time, DIRECTV shall simultaneously transfer title of the System to the DIRECTV Customer), in accordance herewith. DIRECTV may cancel the Work Order without liability if Contractor fails to timely perform any of its obligations hereunder relating thereto.

     4. DIRECTV DISCRETION. DIRECTV may set and change the terms of the sales program that it offers to DIRECTV Customers in its sole discretion. DIRECTV makes no guarantee regarding the volume of such transactions and nothing herein grants Contractor any exclusivity regarding them; provided, however, that DIRECTV shall use its best commercially reasonable efforts to offer to sell to Contractor, on a weekly basis, only that amount of DIRECTV System Components as shall be necessary to fulfill the actual number of Work Orders provided to Contractor by DIRECTV, based on DIRECTV’s rolling sales forecast.

     5. DIRECTV CUSTOMER TRANSACTIONS. If the customer transaction for a DIRECTV System Component is a sale, Contractor shall, on DIRECTV’s behalf, deliver to the DIRECTV Customer all applicable warranty, user, and title documents, as DIRECTV may prescribe. DIRECTV may set and change the price and other terms of sale in its discretion, and shall bear all risk of collection. In no event may Contractor collect any money or payments from the DIRECTV Customer which are to be payable to DIRECTV, unless DIRECTV otherwise requests in writing.

     6. HARDWARE PURCHASE PRICE. In consideration of new receiver purchases only (including any advanced receivers such as new HD or DVR receivers) by Contractor under this Exhibit 3.i., DIRECTV shall pay to Contractor, as reimbursement, that purchase price (the “Hardware Reimbursement Fee”) as set forth in Exhibit 4.A.(i) to the Agreement (“Schedule of Rates”), as amended hereunder, for the applicable completed Work Order. For administrative purposes, the parties agree that the DIRECTV Hardware Reimbursement Fee for any new DIRECTV System receiver shall be the same amount as is established in the applicable invoice for each such new receiver sold by DIRECTV to Contractor as contemplated herein. In addition, while the applicable per-unit Hardware Reimbursement Fee for new receivers shall remain identical to that specific amount invoiced by DIRECTV in the applicable DIRECTV System Invoice, throughout the Term of the Agreement, the actual invoiced amount and corresponding, identical Reimbursement Fee per unit may, per DIRECTV’s discretion, fluctuate during the Term upon notice by DIRECTV to Contractor.

The purchase price of the DIRECTV System Components including:

(i)	New/refurbed DIRECTV standard receivers;
(ii)	New/refurbed DIRECTV DVR receivers;
(iii)	New/refurbed high definition DIRECTV receivers;
(iv)	new/refurbed HDIDVR DIRECTV receivers;
(v)	HD antennae;
(vi)	ODUs;
(vii)	LNB; and
(viii)	Individual remotes

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

42

purchased by Contractor as contemplated herein (the “Purchase Price”) shall be set by DIRECTV with DIRECTV providing Contractor approximately thirty (30) days notice of any change to the then current per-item pricing. Other Components may be added by DIRECTV throughout the term of the Agreement. In the event that a price change occurs for Components other than receivers and the cost of that Component is built into the all-in fulfillment rate established (ODUs, for example), modification to the applicable fulfillment rate shall occur twenty-one (21) days AFTER the modified price for such Component goes into effect.

     7. HARDWARE BUYBACK. Under limited circumstances, DIRECTV, in its reasonable discretion shall, upon the written request of Contractor, buy back certain DIRECTV System Components. Such buy backs, if any, shall be limited to the following situations:

          7.1. OBSOLESCENCE. In the event that any DIRECTV System Component purchased by Contractor pursuant to this Exhibit 3.i. becomes immediately obsolete pursuant to DIRECTV’s written directive and Contractor is prohibited from further deployment in the field, DIRECTV shall reimburse Contractor its actual cost for each such Component that had been purchased and paid for by Contractor that is then returned to DIRECTV (shipping to be paid for by DIRECTV). In the event that DIRECTV provides Contractor no less than 120 days to consume all soon to be obsolete DIRECTV System Components as identified by DIRECTV, however, such DIRECTV System Components shall not be reimbursed for by DIRECTV if any such now-obsolete Component is still on-hand after this 120 day consumption period. Extensions to this 120-day consumption period may be granted by DIRECTV in writing in the event that the System Component(s) in question could not have been reasonably consumed by Contractor based on the volume of applicable Work Orders provided by DIRECTV during the 120-day consumption period. Similarly, in the event of a Component recall by the Component manufacturer whereby DIRECTV instructs Contractor to retrieve previously deployed Components (within a unique Work Order type), DIRECTV shall replace, at no cost to Contractor, each such recalled Component timely returned to DIRECTV per its return procedures on a one-for-one basis.

          7.2. AGREEMENT TERMINATION. In the event that this Agreement is terminated pursuant to the terms hereunder and, as of the effective date of termination Contractor maintains an inventory of DIRECTV System Components purchased by Contractor pursuant to this Exhibit 3.i., DIRECTV shall reimburse Contractor its actual cost for each such Component that had been purchased and paid for by Contractor that is then returned to DIRECTV (shipping to be paid for by DIRECTV). DIRECTV shall only reimburse Contractor for those returned Components that are new, unopened and may still be deployed in the field; provided, however, that with respect to DIRECTV receivers, both new and refurbished units may be returned for reimbursement so long as the individual receivers have not been removed from its packaging.

     8. TAXES.

          8.1 PROPERTY TAXES. In the event that Contractor maintains a warehouse in a state where its inventory may be subject to a property tax and that warehouse is also a DIRECTV-authorized ship-to location for the purposes of this Exhibit 3.i., DIRECTV shall, upon receipt of a copy of the applicable tax assessment specific to the DIRECTV System Components purchased by Contractor hereunder, (i) calculate its estimated aggregate number of each of the DIRECTV System Components that reasonably should have been on-hand as of the date of the assessment, and (ii), in accordance with the established property tax on inventory rate for the applicable jurisdiction, remit to Contractor that amount equal to DIRECTV’s reasonable calculation of its tax responsibility, if any. As of the effective date of this Amendment, the only states that have a property tax on inventory which may be applicable to this paragraph 8 a. include: ARIZONA, GEORGIA, INDIANA, KENTUCKY, MISSISSIPPI, OHIO, OKLAHOMA, TEXAS, WEST VIRGINIA and possibly TENNESSEE. Notwithstanding, the foregoing, to the extent that Contractor has the right to apply for any inventory exemption status (partial or fully) related to the DIRECTV System Components in the applicable state/applicable taxing jurisdiction, DIRECTV will only reimburse those amounts which the taxing authority, in writing, does not grant that exemption.

          8.2. SALES AND USE TAXES. Upon the receipt of the properly executed resale certificate(s) from Contractor, DIRECTV will consider the transaction a “sale-for-resale” transaction and shall not charge Contractor sales tax on the transaction. If at a future date DIRECTV buys the DIRECTV System Components back from Contractor, the DIRECTV-issued resale certificate to Contractor shall make the buy-back of such Components a “sale for resale” resulting in no sales tax liability to Contractor on that purchase by DIRECTV. At that point in time, DIRECTV shall self-assess the applicable tax on the sale and shall timely remit to the appropriate taxing authority. Said DIRECTV-issued resale certificates shall be provided in conjunction with the execution of this First Amendment.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

43

EXHIBIT 4.a.(i)
RATE MATRIX,

     As provided in the February 28, 2007 DIRECTV Rate Card Letter with the addition of the following line item:

Employee Account/Upgrade — Additional Work [****] No charge to customer for: Wall Fish, Pole Mount, Non-penetrating/sled mount, custom mounts, diplexers, and wireless phone jacks

Commercial Rates as set forth below:

HSP/AFS/ Commission Rates ODU &
Multiswitch Paid by Code
Fulfillment Labor/incidental materials	HSP/AFS/Regional AFS Commission Rates
				Non-Pen
			Plenum	Roof	Blended
	Labor	Ballast	Cabling	Mount	Rate
Install/Movers
Standard Installation	[****]	[****]	[****]	[****]	[****]
Advanced Products Installation (incl. DVR, HD)	[****]	[****]	[****]	[****]	[****]
Additional Outlet (same trip on Installation)	[****]	[****]	[****]	[****]	[****]
2nd ODU Install (same trip)	[****]	[****]	[****]	[****]	[****]
Upgrades
Relocate	[****]	[****]	[****]	[****]	[****]
HD Upgrade	[****]	[****]	[****]	[****]	[****]
DVR Upgrade	[****]	[****]	[****]	[****]	[****]
Additional Outlet Upgrade	[****]	[****]	[****]	[****]	[****]
2nd ODU Upgrade ((nternational/72.5)	[****]	[****]	[****]	[****]	[****]
Additional Outlets, same trip	[****]	[****]	[****]	[****]	[****]
High Definition Antenna Install	[****]	[****]	[****]	[****]	[****]

		ODU/	Multi		All In
	Labor	LNB	Switch	IRD	Rate
Service Call	[****]	[****]	[****]	[****]	[****]

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

44

EXHIBIT 4.a.(ii)

SERVICE CALL PAYMENTS

The “all-in” Service Call rate shall be [****] (includes labor/materials, LNB swap, multiswitch swap, and ODU swap). Receiver usage will be reimbursed through the buy-down system based on access card activation (all receivers — new or refurbished — used by Contractor will have access cards). In addition, Contractor will be paid for [****] of the service calls within [****] at the [****] labor rate only (receiver will be reimbursed through buy down). Commercial Service Call rates as set forth in the Rate Card (Exhibit 4.a.(i)).

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

45

EXHIBIT 11

Marketing of DIRECTV Products to Customers

DIRECTV PROTECTION PLAN

     Upon mutual agreement of both Contractor and DIRECTV, Contractor may promote the DIRECTV Protection Plan and educate eligible customers as to its terms and conditions at the point of installation or upgrade of the DIRECTV System such that the customer will be familiar with the Protection Plan in order to elect to purchase the Protection Plan from DIRECTV upon service activation through a DIRECTV call center agent or, if approved by DIRECTV, through Contractor closing the installation or upgrade work order with a unique close code representing customer electing to purchase the Protection Plan service.

     l. APPOINTMENT. DIRECTV hereby appoints Contractor as its representative to market and promote subscriptions for the Protection Plan (“Subscriptions”), on the terms and conditions contained herein. Contractor may market and promote Subscriptions only to single family residential household customers in the contiguous United States WHILE CONTRACTOR IS PERFORMING, PURSUANT TO THIS AGREEMENT, THE SERVICES ON BEHALF OF DIRECTV FOR THE CUSTOMER. Contractor may market and promote Subscriptions only for the Protection Plan as described herein, and not any other services DIRECTV may currently offer or may offer in the future; provided, however, that DIRECTV may, in its sole discretion, elect to expand upon the products that Contractor may offer in which case this Exhibit 11 shall be amended to include the terms and conditions related to any such additional products. DIRECTV may amend the terms of the Protection Plan from time to time on written notice to Contractor and Contractor shall be responsible for relaying the current terms of the Protection Plan to customers. Contractor hereby accepts such appointment and shall use its best commercial efforts to market and promote Subscriptions. Contractor may not sell any competing warranty product as it relates to the DBS Service throughout the term of this Agreement.

     2. GENERAL OBLIGATIONS.

          2.1 TRAINING. DIRECTV shall provide training and/or training materials regarding its Protection Plan to Contractor’s training personnel, as DIRECTV reasonably deems necessary. Contractor shall train its own employees to the satisfaction of DIRECTV. DIRECTV may require Contractor’s employees to attend supplementary training classes from time to time. Contractor shall be responsible for all expenses and compensation of its employees during such training.

          2.2 PERSONNEL. Contractor may allow its employees (including employees of Authorized Subcontractors only) to market and promote the Protection Plan.

          2.4 STANDARD POLICIES. Contractor shall strictly comply with the standard policies and procedures of the Protection Plan as DIRECTV may promulgate for its representatives in written notices, guidelines, and bulletins, as the same may be amended from time to time (collectively “Policies”). The Policies shall be an integral part of this Agreement but may not impair any of Contractor’s rights granted herein.

          2.5 STANDARD OF CONDUCT. In all of its activities as a representative for DIRECTV and in its own DIRECTV System business, Contractor shall conduct itself in a commercially reputable and ethical manner, shall comply with all applicable laws, and shall engage in no deceptive sales practice or other practice which impugns DIRECTV’s commercial reputation and goodwill.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

46

     3. TRANSMISSION OF CUSTOMER INFORMATION. In the event that an eligible customer, after receiving the related materials and information, has expressed to Contractor an interest in purchasing the Protection Plan from DIRECTV, Contractor shall (i) obtain written confirmation of customer’s election (in a manner as shall be communicated by DIRECTV to Contractor), and (ii) transmit to DIRECTV, via DIRECTV’s work order system (“CSG”), or other DIRECTV-specified data transmission procedure, notification of such customer’s interest.

     4. RATES AND TERMS OF SERVICES.

          4.1 RATES. DIRECTV shall determine the pricing, terms, and conditions of the Protection Plan in its discretion. Contractor shall not represent that DIRECTV Protection Plan may be obtained on any different terms or rates, shall not impose additional or different terms and shall not offer customers any discount, rebate, or other material benefits in consideration for subscribing to it, except as expressly authorized by DIRECTV in writing.

          4.2 CHANGES. DIRECTV may change the pricing, terms, conditions, and availability of its Protection Plan from time to time in its discretion. DIRECTV shall notify Contractor of such changes as soon as practicable. Contractor shall promptly replace point of sale materials as necessary.

          4.3 MISREPRESENTATIONS. If Contractor misrepresents or fails to fully disclose any prices or other terms of the DIRECTV Protection Plan to any customer, it shall reimburse DIRECTV any amount which DIRECTV is compelled, or in its reasonable judgment according to its standard practices decides, to pay or credit the customer in compensation for such misrepresentation. In addition, DIRECTV shall be entitled to offset any such payment or credit by DIRECTV to customers as a result of Contractor’s misrepresentations or omissions against any amounts owed to Contractor by DIRECTV.

     5. CUSTOMER ORDERS FOR SERVICE. Upon receipt of confirmation, via CSG or other DIRECTV-specified data transmission procedure, that a specific customer has expressed interest in purchasing the Protection Plan, DIRECTV shall use its commercially reasonable efforts to finalize the sale of the Protection Plan to customer through agent activation or customer literature post activation. All elections by customers to order the Protection Plan shall he subject to acceptance or rejection by DIRECTV in its discretion and Contractor understands and agrees that a customer may ultimately elect not to purchase the Protection Plan even if such customer had previously expressed to Contractor an interest in purchasing the Protection Plan. All Subscription fees shall be billed directly to the Subscriber by DIRECTV.

     6. COMPENSATION.

          6.1 PROTECTION PLAN COMMISSIONS. In consideration of Contractor’s services in marketing and promoting the customer’s purchase of the DIRECTV Protection Plan, DIRECTV shall pay Contractor commissions (“Protection Plan Commissions”) in the amounts and on the terms and conditions set forth below, upon both of the following events (collectively a ‘Protection Plan Activation”):

               (a) DIRECTV’s receipt of an Order for the Protection Plan from an eligible customer (i.e., an existing customer not yet subscribing to the Protection Plan or a new customer who has not yet indicated, pursuant to the pending services set forth within the applicable Work Order, that he/she has elected to subscribe to the Protection Plan at service activation) where such Order is evidenced by the customer acknowledging such in writing on the DIRECTV Installation/Service Satisfaction Checklist; and

               (b) DIRECTV’s acceptance of such Order of the Protection Plan.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

47

          6.2 COMMISSION RATE.

               (a) DIRECTV shall pay Contractor a Protection Plan Commission, for its services in promoting Orders for the DIRECTV Protection Plan, on the terms and conditions in the Agreement and as described below:

Commission Tier	Take Rate Range	Commission Payment	60-day Chargeback
Tier 1	[****]	[****]	[****]
Tier 2	[****]	[****]	[****]
Tier 3	[****]	[****]	[****]

A [****] and [****] take-rate will pay [****] Commission per sale, [****] to [****] take-rate will pay [****] per sale and anything over [****] take rate will pay [****] per sale. The take-rate calculation will be made monthly and based off volume from the previous calendar month. A 60-day chargeback applies for each tier and will be equal to the corresponding Commission payment. As of today this will be at the Corp ID level, but paying at the DMA level may occur in the future.

               (b) DIRECTV’s obligation to penalize Contractor with charge back shall commence upon the earliest to occur of any of the following events, as they relate to each applicable Subscription:

     (i) the termination of the Subscription for any reason (including termination resulting in a change in customer account type to an account type ineligible to purchase the Protection Plan) in the first sixty (60) days of service; or

     (ii) the disconnection of the Subscription for any reason; unless a reconnection by Subscriber occurs within the first sixty (60) days of service; or

     (iii) the termination of the Subscription for any reason. in the first sixty (60) days of service; or

     (iv) the cancellation by the Subscriber of its comtnissionable DIRECTV Programming Package, notwithstanding such customer maintaining its Protection Plan Subscription after said Programming Package cancellation in the first sixty (60) days of service.

               (c) An accounting setting forth Contractor’s monthly Protection Plan Subscriber Base shall be included with Contractor’s monthly commissions report it receives as a commissioned DIRECTV Contractor.

               (d) No Protection Plan Commissions shall be earned if a customer elects to purchase the Protection Plan on any date subsequent to that calendar date which is the customer’s DIRECTV Programming Service Activation Date or the date on which the Service Call at which the Protection Plan was promoted by the technician.

          6.3 EXCEPTIONS.

               (a) Notwithstanding anything to the contrary herein, DIRECTV shall not be required to pay any Protection Plan Commissions for:

     (i) any Subscription canceled prior to the commencement of service;

     (ii) any Subscription that may inadvertently attach to (or change to) a customer account type not eligible as a commissionable account type as set forth in this Exhibit;

     (iii) Orders made by a Subscriber subsequent to the offer made by DIRECTV to customer upon Activation;

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

48

               (b) DIRECTV shall not be required to pay any Protection Plan Commissions on account of payments received by DIRECTV from Subscribers after the termination of this Agreement or termination of this Protection Plan marketing program.

          6.4 CHANGES. Contractor acknowledges that DIRECTV may need to adapt its marketing cost structure to changing conditions from time to time. Accordingly, DIRECTV may change the Commission Schedule (including the Commission rate) at any time, and from time to time, in its discretion; provided that DIRECTV shall give Contractor at least thirty (30) days prior written notice of the effective date of any such change.

          6.5 SET-OFFS BY DIRECTV. DIRECTV may set-off or recoup any amounts owed to it by Contractor, or by its subsidiaries and affiliates, pursuant to this or any other agreement with DIRECTV, and any damages suffered by DIRECTV due to Contractor’s breach hereof or other misconduct, against any amounts which it owes to Contractor. The foregoing does not limit DIRECTV’s right to recover any unrecouped balance.

     7. TERMINATION. Either party may elect to terminate this promotion and marketing of the Protection Plan by Contractor for any or no cause upon ten (10) business days written notice to the other party.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

49

ATTACHMENT A

PERFORMANCE-BASED INCENTIVE PAYMENTS

(Effective as of April 1, 2007)

A. PERFORMANCE-BASED INCENTIVE PAYMENTS

In addition to the applicable Rate(s) set forth in Exhibit 4.a.(i), Contractor, during Q2-Q4 2007 (the “Program Period”), shall be eligible to receive up to two (2) separately calculated additional payments (the “Incentive Payment”) based on DIRECTV’s calculation of Contractor’s (i) compliance (per DMA) with the Productivity Incentive Metric as set forth below and (ii) pass rate of customer satisfaction results (Tracker Study blended score) as set forth below. The calculation with respect to any Incentive Payment earned by Contractor shall be performed by DIRECTV on a monthly basis using the data collected in the prior month; provided, however, that payment of any such aggregate monthly Incentive Payment shall be made by DIRECTV to Contractor approximately sixty (60) days from the last day of the applicable month.

I. PRODUCTIVITY INCENTIVE METRIC — PROVIDED THAT Contractor is not in breach of any material obligation under the Agreement and meets or exceeds each of the following Minimum Performance Standards, other than where excepted as specifically identified by DIRECTV in writing, on a per DMA basis:

1.	Service Calls within sixty (60) days of prior visit: Closed Service Call Work Orders to the same address opened within sixty (60) days of the close date of any prior visit (irrespective of whether the prior visit was for an installation, movers, upgrade or service call) shall not exceed [****] of the applicable monthly closed Work Order volume.
2	Cancel Rate, New Installs: Contractor shall maintain a cancel rate on New Installation work orders of less than [****] of an New Installation work orders completed.
3.	Escalation Rate: Opened escalations as a percentage of all monthly scheduled work orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).
4.	Customer Satisfaction: Contractor shall achieve a monthly blended customer satisfaction score as measured across Contractor’s entire territory, based on customer interviews conducted by a third party, of no less than [****].
5.	Work Reassignment: No Work Orders (within the applicable DMA) have been Reassigned during the measuring period by DIRECTV due to Contractor’s inability to manage the provided volume of work within the performance standards as set forth herein; provided, however, that uncontrollable weather/force majeure events or out of the ordinary DIRECTV initiatives within the DMA shall be reasonably excluded by DIRECTV. For the purposes of this Attachment A, “Reassigned” shall mean that the Work Order has been routed to a Secondary Provider in the DMA/management area where Contractor is the current primary provider. Should that particular DMA/management area ever be bifurcated , Contractor will no longer be held accountable for Work Orders in that area which no longer identifies Contractor as the primary provider.

THEN, Contractor’s monthly Productivity Incentive payment will be calculated as follows:

For a Productivity calculation (as provided in your daily productivity reporting) of greater than or equal to [****] for the applicable month, [****] multiplied solely by the number of such applicable installation, mover, former customer, service and upgrade Work Orders successfully completed by Contractor (that is, Work Order has been qualified for payment by DIRECTV) during that month in the applicable DMA. No Work Orders in dispute at the time of such monthly calculation shall be included in the applicable monthly Incentive Payment, if any.

or

For a Productivity calculation of greater than or equal to [****] for the applicable month, [****] multiplied solely by the number of such applicable installation, mover, former customer, service and upgrade Work Orders successfully completed by Contractor (that is, Work Order has

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

50

been qualified for payment by DIRECTV) during that month in the applicable DMA. No Work Orders in dispute at the time of such monthly calculation shall be included in the applicable monthly Incentive Payment, if any.

II. CUSTOMER SATISFACTION INCENTIVE PROVIDED THAT Contractor is not in breach of any material obligation under the Agreement and meets or exceeds each of the following Minimum Performance. Standards, other than where excepted as specifically identified by DIRECTV in writing, on a per DMA basis:

1.	Service Calls within sixty (60) days of prior visit: Closed Service Call Work Orders to the same address opened within sixty (60) days of the close date of any prior visit (irrespective of whether the prior visit was for an installation, movers, upgrade or service call) shall not exceed [****] of the applicable monthly closed Work Order volume.
2	Cancel Rate, New Installs: Contractor shall maintain a cancel rate on New Installation work orders of less than [****] of all New Installation work orders completed.
3.	Escalation Rate: Opened escalations as a percentage of all monthly scheduled work orders shall be less than [****] in Q2, 2007 (lowered to [****] in Q3 and [****] in Q4).
4.	Customer Satisfaction: Contractor shall achieve a monthly blended customer satisfaction score as measured across Contractor’s entire territory, based on customer interviews conducted by a third party, of no less than [****].
5.	Work Reassignment: No Work Orders (within the applicable DMA) have been Reassigned during the measuring period by DIRECTV due to Contractor’s inability to manage the provided volume of work within the performance standards as set forth herein; provided, however, that uncontrollable weather/force majeure events or out of the ordinary DIRECTV initiatives within the DMA shall be reasonably excluded by DIRECTV.

THEN, Contractor shall be entitled to a monthly Incentive Payment calculated as follows:

For a Customer Satisfaction “Very Satisfied” rating greater than or equal to [****] in Q2, 2007 (increased to [****] in Q3 and [****] in Q4), [****] multiplied solely by the aggregate number of Installation, Mover, Former Customer, Upgrade, and Service work orders successfully completed by Contractor during that quarter throughout Contractor’s territory. No work orders in dispute at the time of such quarterly calculation shall be included in this applicable quarterly Incentive Payment, if any.

Or

For a Customer Satisfaction “Very Satisfied” rating greater than or equal to [****] in Q2, 2007 (increased to [****] in Q3 and [****] in Q4), [****] multiplied solely by the aggregate number of Installation, Mover, Former Customer, Upgrade, and Service work orders successfully completed by Contractor during that quarter throughout Contractor’s territory. No work orders in dispute at the time of such quarterly calculation shall be included in this applicable quarterly Incentive Payment, if any.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

51

DIRECTV may, in its sole discretion, elect to extend the Program beyond the Program Period, or may offer a different incentive program; provided, however, that DIRECTV is under no obligation to offer any additional incentive-based compensation beyond the Program Period.

* The Customer Satisfaction score shall be determined by an overall, basic rating by the DIRECTV customer as to the outcome of the services (specifically, Installation, Mover, Former Customer, Upgrade, and Service Calls) provided by Contractor (specifically, a rating by the customer of being “not satisfied,” “somewhat satisfied” or “very satisfied” with the performance of Contractor as it relates to the Services required by the applicable Work Order assigned by DIRECTV to Contractor). A passing (“minimum”) customer satisfaction score for incentive eligibility shall equate to no less than [****] out of every [****] customers’ acknowledgment of being either “somewhat satisfied” or “very satisfied” with Contractor’s performance. Telephone interviews of each such customer shall be conducted by DIRECTV or DIRECTV’s authorized agent.

**** Certain confidential information contained in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24-b-2 of the Securities Exchange Act of 1934, as amended.
Omissions are designated as [****].

52

EX-10.44

Exhibit 10.44

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AGREEMENT is between 180 Connect, Inc., a Nevada corporation (the “Company’), and Kyle M. Hall (“Executive”).

     In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Employment.

     The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the Employment Term (see Section 24 for all definitions). Executive’s start date shall be October 17, 2007. This Agreement will automatically be renewed for a Renewal Term upon the expiration of the Initial Term or Renewal Term then in effect unless one party provides the other party written notice of intent not to renew at least one hundred and eighty (180) days prior to the expiration of the Initial Term or Renewal Term then in effect.

     2.     Authority.

     It is agreed that the governance committee of the Parent’s Board of Director’s shall serve as the final arbiter of interpretation, application and execution of all provisions of this Agreement to the extent not otherwise specified.

     3.     Position and Duties.

            (a) During the Employment Term, Executive shall serve as the Senior Vice President and Chief Legal Officer (“CLO”) of the Company and the other Related Companies, and shall have the normal duties, responsibilities and authority, consistent with a CLO position of a publicly-traded company, including, without limitation, providing leadership, direction and oversight for all legal activities and issues of the Related Companies, including without limitation, all matters and reporting arising under the 1933 Securities Act and 1934 Exchange Act; imparting legal advice and guidance to the Board of Directors, senior management and other staff of the Related Companies; managing general business transactions, drafting and reviewing contracts and other legal documentation; managing litigation, mediation and dispute resolution; managing external legal resources; participating in negotiation and structuring of new ventures and merger, acquisition and disposition transactions; assisting in the assessment, establishment and, as appropriate, upgrading of compliance programs and procedures related to general corporate and human resource matters; coordinating/managing corporate governance procedures; serving as a member of the senior leadership team; and supervising professional and administrative staff. Executive shall be based in Englewood, Colorado. Executive shall report directly to the Chief Executive Officer (“CEO”) of the Company and the other Related Companies. It is understood that Executive’s title and rate of pay may change in the future by mutual agreement in writing of the parties and that this Agreement shall be automatically deemed amended at and as of the time of any such change, without the necessity of further formal amendment of this Agreement.

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            (b) Executive shall devote Executive’s best efforts and Executive’s full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity in accordance with the Company’s applicable policies, as they may be amended from time to time) to the business and affairs of the Related Companies. Executive shall perform Executive’s duties and responsibilities under this Agreement to the best of Executive’s abilities in a diligent, trustworthy, businesslike and efficient manner. During employment, Executive will (i) avoid conflicts of interest, and (ii) advise the Parent’s Board of Directors of any business opportunity that involves products or services like those offered by the Related Companies or that a reasonable person in Executive’s position might otherwise anticipate that the Related Companies would have an interest in. Executive shall be subject to a duty of loyalty to Related Companies during Executive’s employment provided for hereunder and for as long thereafter as the law allows. This Section shall not prevent the Employee from owning securities of any corporation whose securities are publicly traded on a stock exchange recognized by the proper authorities of the country in which the stock exchange is located, if such holdings represent less than three percent (3%) of the aggregate issued and outstanding securities of the same kind as such corporation.

     4.     Base Salary and Benefits.

            (a) During the Employment Term, the Company shall pay Executive (i) a base salary of two hundred ten thousand dollars ($210,000.00) per annum (the “Base Salary”) and (ii) a vehicle allowance of six hundred dollars ($600.00) per month each month (“Vehicle Allowance”), each of which Base Salary and Vehicle Allowance shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to customary withholding. Executive’s Base Salary shall be reviewed annually and shall be subject to adjustment based on, among other things, market practice and Executive’s performance; provided, however, that modifications to compensation are subject to Executive’s right to consent or object on grounds that the change is a detrimental, material change under paragraph 24(h).

            (b) Executive will be eligible to participate in an annual bonus plan with bonus potential of up to fifty percent (50%) of Base Salary. This bonus plan will be based on a formula considering corporate profitability and specific performance goals. Any bonus awards under the annual bonus plan are in the sole discretion of the Company and are not guaranteed. Executive shall be eligible for a pro-rated 2007 bonus to be paid in 2008.

2

            (c) In addition to Executive’s Base Salary, Executive, during the Employment Term, shall be eligible to participate in any stock or stock option plan offered to other executives of the Company, subject to the terms of such plan, as it may be amended from time to time. In addition, subject to its development and subsequent approval by the Company’s Board of Directors, the Company’s shareholders and the appropriate stock exchange, Executive will be eligible to participate in a new long-term incentive program. Pursuant to this program, and subject to the approval as specified herein, Executive shall be granted twenty-four thousand (24,000) Restricted Stock Units and thirty-six thousand (36,000) Share Appreciation Rights. These incentives shall vest at twenty-five percent (25%) per year for four (4) years, except in the event of a Change in Control (as defined in the plan or program master agreements governing the issuance of Restricted Stock Units and Share Appreciation Rights), in which case these incentives shall be subject to accelerated treatment such that all outstanding Share Appreciation Rights held by Executive shall become vested and exercisable and all restrictions on Executive’s Restricted Stock Units shall lapse upon the occurrence of such Change in Control, unless an exception to such accelerated treatment is set forth under such plan or program agreements and such exception applies to all other executive officers of Parent and/or the other Related Companies holding similar incentives.

            (d) Executive shall be entitled to three (3) weeks paid vacation for each calendar year in which the Executive is employed under this Agreement, in accordance with the Company’s vacation policy as it may be established and amended from time to time by the Company. For any partial calendar year during which Executive is employed under this Agreement, he shall be entitled to a prorated amount of paid vacation, based on number of weeks worked in the calendar year pursuant to the Company’s then existing current vacation policy. Notwithstanding the foregoing, the Company acknowledges and agrees to honor Executive’s previously planned 14-day vacation commencing on November 9, 2007.

            (e) The Company shall reimburse Executive for all reasonable expenses incurred by Executive in the course of performing Executive’s duties under this Agreement which are consistent with the Company’s policies with respect to travel, entertainment and other business expenses, as they may be amended from time to time, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

            (f) Executive will be entitled to all benefits provided by the Company in accordance with the plans and practices of the Company applicable to Executive, as they may be amended from time to time, such as medical and dental insurance, life insurance and short-term and long-term disability insurance at company expense during the Employment Term. Health insurance will become effective on December 1, 2007.

3

     5.     Termination of Employment and Related Compensation.

            (a) The Employment Term of this Agreement shall terminate upon;

      (i) the expiration of the Initial Term or Renewal Term (whichever then applies) if one party gives the other party written notice of intent not to renew this Agreement at least one hundred and eighty (180) days before the expiration of the Initial Term or Renewal Term then in effect; or

      (ii) the occurrence of one of the following early termination events:

     (A) Executive’s death or permanent disability or incapacity (as determined by the governance committee of the Parent’s Board of Directors in their good faith judgment);

     (B) the mutual agreement of the Company and Executive;

     (C) Company’s termination of this Agreement for Cause or without Cause; or

     (D) Executive’s termination of this Agreement for Good Reason or without Good Reason.

            (b) If the Employment Term is terminated and Executive’s employment with Company ends because the Company terminated Executive’s employment without Cause or Executive’s employment is terminated by Executive for Good Reason or the Company elects not to renew or extend this Agreement at the end of the Initial Term or any Renewal Term, then Executive shall be entitled to receive:

      (i) the Severance Payment; and

      (ii) Executive’s Base Salary and the Vehicle Allowance earned through the date of termination, all accrued, unused vacation days and any and all vested and earned (in accordance with the applicable plan or program, including, without limitation, any accelerated vesting treatment under such plan or program as the result of a Change in Control (as defined in such plan or program) but unpaid amounts under the applicable incentive and/or deferred compensation plans; and

      (iii) a continuation of any health insurance benefits provided or sponsored by the Company that Executive was participating (for himself and his dependents) in immediately prior to termination for one (1) year upon substantially the same terms and conditions as from time to time are applicable to the senior executives of the Company. If the Executive loses a health insurance benefit that Executive participated in prior to termination because Executive cannot continue to participate in the Company’s plan due to circumstances outside of Executive’s control, the Company shall provide Executive sums monthly that

4

are sufficient to cover Executive’s expense (on an after-tax basis) in securing a substantially similar, substitute health insurance benefit; provided, however, that Company shall not be required to pay Executive more than that required to secure comparable coverage. Notwithstanding the foregoing, in the event that the Executive becomes eligible to participate in the health and welfare plans of another employer or the Executive becomes eligible for Medicare coverage, the Company’s obligation to provide continued coverage hereunder shall cease; and

      (iv) The amounts payable pursuant to paragraph 5(b)(i) shall be payable in one lump sum payment within thirty (30) days following termination of the Employment Term. The amounts payable pursuant to paragraphs 5(b)(i) and (iii) shall not be due and owing unless and until (a) Executive shall have executed and delivered to the Company a release of any and all claims against the Related Companies (and their respective present and former officers, directors, employees and agents — collectively the “Released Parties”) and a covenant not to sue the Released Parties, all in form and substance as provided by counsel to the Company (the “Release”) and any waiting period or revocation period provided by law for the effectiveness of such Release shall have expired without Executive’s having revoked such Release, and (b) Executive is not in material violation of his obligations under this Agreement (including, without limitation, those in Sections 6-8, and 21). In the event Executive shall decline or fail for any reason to execute and deliver such Release, or is in material violation of an obligation created by this Agreement, then Executive shall be entitled to receive only those amounts provided pursuant to Paragraph 5(c) below.

            (c) If the Employment Term is terminated and Executive’s employment with the Company is ended by the Company for Cause, by Executive without Good Reason or due by the death or Disability of the Executive, then Executive shall be entitled to receive:

      (i) Executive’s Base Salary and Vehicle Allowance through the date of such termination, and all accrued, unused vacation days; and

      (ii) vested and earned (in accordance with the Company’s applicable plan or program) but unpaid amounts under incentive and/or deferred compensation plans, and other employer programs of the Company in which Executive participates.

The foregoing sums shall be paid in accordance with the Company’s normal payment policies except where earlier payment is required by applicable law.

            (d) Except as otherwise provided herein, fringe benefits and bonuses hereunder (if any) which accrue or are payable on a date after the termination of the Employment Term shall cease upon such termination and shall not be payable in whole or in part except medical coverage if for disability, incapacity or retirement.

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            (e) If Executive elects to terminate his employment with Company through exercising his right not to renew under Paragraph 5(a)(i) or through any other means and either: (i) Executive does not have a Good Reason to do so; or (ii) Executive fails to give Company written notice of the alleged Good Reason prior to terminating his employment; then Executive’s termination shall be considered a termination by Executive without Good Reason. In any case, the Company reserves the right to pay for Executive’s loyalty by continuation of then existing pay, incentives and benefits for a period of one (1) year.

            (f) In the event of a Change in Control, Company, at its sole expense, shall cause its independent auditors promptly to review all payments, distributions and benefits that have been made to or provided to, and are to be made to or provided to, Executive under this Agreement, and any other agreement and plan benefiting Executive, to determine the applicability of Section 4999 of the United States Internal Revenue Code of 1986, as amended (the “Code”). If Company’s independent auditors determine that any such payments, distributions or benefits are subject to excise taxes as provided under Section 4999 of the Code (the “Excise Tax”), then such payment, distributions, or benefits (the “Original Payment(s)”) shall be increased by an amount (the “Gross-up Amount”) such that, after the Company withholds all taxes due, including any excise and employment taxes imposed on the Gross-up Amount, Executive will retain a net amount equal to the Original Payment(s) less income and employment taxes, if any, imposed on the Original Payment(s). To facilitate the calculation of the applicable excise tax, Executive agrees to provide Company’s auditors with copies of Executive’s Forms W-2 for the tax years they deem necessary for their use in determining the application of Section 4999 and calculating any amounts payable under this provision. Company’s auditors will perform the calculations in conformance with the foregoing provisions and provide Executive with a copy of their calculation. The intent of the parties is that Company shall be solely responsible for, and shall pay, any Excise Tax on the Original Payment(s) and Gross-up Amount and any income and employment taxes (including, without limitation, penalties and interest) imposed on any Gross-up Amount. If no determination by Company’s auditors is made prior to the time Executive is required to file a tax return reflecting any portion of the Original Payment(s), Executive will be entitled to receive a Gross-up Amount calculated on the basis of the Original Payment(s) Executive reports in such tax return, within thirty (30) days of the filing of such tax return. Executive agrees that, for the purposes of the foregoing sentence, Executive is not required to file a tax return until Executive has obtained the maximum number and length of filing extensions available. If any tax authority finally determines that a greater Excise Tax should be imposed upon the Original Payment(s) than is determined by Company’s independent auditors or reflected in Executive’s tax returns, Executive shall be entitled to receive the full Gross-up Amount calculated on the basis of the additional amount of Excise Tax determined to be payable by such tax authority (including related penalties and interest) from Company within thirty (30) days of such determination as long as Executive has taken all reasonable actions to minimize any such amounts. If any tax authority finally determines the Excise Tax to be less than the amount taken into account hereunder in calculating the Gross-up Amount, Executive shall repay to Company, within thirty (30) days of Executive’s receipt of a refund resulting from that determination, the portion of the Gross-up Amount attributable to such reduction (plus the refunded portion of Gross-up Amount attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-up Amount being repaid, less any additional income tax resulting from such refund).

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            (g) It is the intention of the parties that no payment or entitlement pursuant to this Agreement will give rise to any adverse tax consequences to the Executive under 26 U.S.C. § 409A. The Agreement shall be interpreted to that end and, consistent with that objective and notwithstanding any provision herein to the contrary, the Company may unilaterally take any action it deems necessary or desirable to amend any provision herein to avoid the application of 26 U.S.C. § 409A if such action will only benefit the Executive. Further, no effect shall be given to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under that provision. Should either party determine that there is a reasonable possibility that the text of this Agreement could give rise to such adverse tax consequences, the parties agree to negotiate in good faith to amend the Agreement to obviate the possibility of such consequences.

     6.     Confidential Information. “Confidential Information” means the Related Companies’ Trade Secrets (as defined below) and other material, observations, and data pertaining to the business of Related Companies that is obtained by Executive while employed with the Company and that the Company has not authorized for disclosure to the general public. A “Trade Secret” is any information or material (business or technical) that would qualify as a trade secret under applicable state law. The parties agree that the following items of Company information qualify as Related Companies Trade Secrets and Confidential Information: the database of information accessed through any proprietary database, internal plans and ideas for expansion and development of new services and products; internal customer lists, internal analysis of customers and prospective customers, and compilations of information about particular needs and preferences of customers; costs, specifications, processes, and related non-public pricing information; business and marketing plans; internal financial records, projections, and analysis; internal information and analysis regarding business opportunities (including, without limitation, candidates, plans and techniques for acquisitions, joint ventures, partnerships and alliances); supplier pricing and agreements; personnel analysis and private information in personnel files including wages issues for non-exempt employees; and specialized procedures and techniques used in the management, operation, distribution, replenishment, and training functions of the Company. Except where otherwise required by applicable state law, an item does not have to qualify as a Trade Secret in order to be protected from unauthorized disclosure as Confidential Information under this Agreement. As used here “Confidential Information” does not include information, material, observations or data that is authorized for disclosure to the general public by the Related Companies or that is already readily available to the general public in the same or a substantially similar form. Executive agrees that Executive shall not disclose to any unauthorized person or use for Executive’s own purposes any Trade Secret or Confidential Information without the prior written consent of the governance committee of the Parent’s Board of Directors. The foregoing restriction shall apply until the aforementioned

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matters become generally known to and available for use by the public (other than as a result of Executive’s acts or omissions). Executive shall deliver to the Company at the termination of the Employment Term, or at any other time the Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and software and other documents and data (and copies thereof) in any form or medium relating to the Confidential Information, Work Product (as defined below) or the business of the Company or any Subsidiary which Executive may then possess or have under Executive’s control.

     7.     Inventions and Patents. Executive acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether or not patentable) that relate to the Related Companies’ actual or anticipated business, research and development or existing or future products or services and that are conceived, developed or made by Executive while employed by the Related Companies (“Work Product”) belong to the applicable Related Company. Executive shall promptly disclose such Work Product to the governance committee of the Parent’s Board of Directors and perform all actions reasonably requested by the Company (whether during or after the Employment Term) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

     8.     Protective Covenants: Non-Solicitation. Executive shall be provided one or more of the following upon the Effective Date of this Agreement: (a) new authorization to access Confidential Information of the Related Companies, (b) new authorization to represent the Related Companies in transactions, to receive reimbursement of expenses consistent with the Company’s policy, and/or other assistance in building goodwill and customer relationships for the Company, and/or (c) authorization to participate in specialized training provided by the Company.

            (a) Ancillary to the foregoing and other agreements of the parties herein, the parties agree and stipulate that the protective covenants provided for below: are reasonable and necessary to protect legitimate business interests of the Related Companies; are not against the public interest; and, do not place an unreasonable burden upon the Executive,

            (b) During the Restricted Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Related Companies to leave the employ of the Related Companies, or in any way interfere with the relationship between the Related Companies and any employee thereof, or (ii) hire any person who was an employee of the Related Companies at any time during the Employment Term.

            (c) During the Restricted Period, Executive shall not directly or indirectly through another person or entity (i) contact or solicit any Customer of the Related Companies on behalf of a Competing Business, (ii) induce or attempt to induce any Customer of the Related Companies to cease or reduce doing business with the Related Companies, or (iii) interfere with the relationship between any Customer and the Related Companies.

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            (d) The provisions of this Section 8 will be enforced to the fullest extent permitted by the law. If, at the time of enforcement, a court shall hold that the duration or scope provided for in this Agreement are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

            (e) In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 8, the Company, in addition and supplementary to other rights and remedies existing in its favor, shall be entitled to temporary injunctive or other relief in order to temporarily enforce or prevent any violations of the provisions hereof, and to withhold making any unpaid Severance Payments until a final determination is made on whether Executive has violated the Agreement. The agreed upon bond, where a bond is required, will be one thousand dollars ($1,000.00). In the event that Executive is found to have violated a restriction in this Section 8, the Restricted Period shall be extended by one (1) day for each day Executive is found to have been in violation of the restriction up to a maximum of one (1) year.

     9.     Executive’s Representations. Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound, (ii) Executive is not a party to or bound by any employment agreement, noncompete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges and represents that Executive has had an opportunity to consult with independent legal counsel regarding Executive’s rights and obligations under this Agreement and that Executive fully understands the terms and conditions contained herein.

     10.     Survival. The Post-termination obligations of Executive provided for in this Agreement (including, without limitation, Sections 6, 7, 8, 20 and 21) shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Term.

     11.     Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered to the recipient, or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

     Notices to Executive: Executive’s address as set forth in the Company’s personnel records.

     Notices to the Company: Chief Executive Officer, 180 Connect, Inc., 6501 East Belleview Avenue, Suite 500, Englewood, CO 80111.

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Or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered or mailed.

     12.     Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, applying the laws of the State of Colorado in accordance with Section 17 of this Agreement, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

     13.     Complete Agreement. This Agreement and those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

     14.     No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

     15.     Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

     16.     Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign Executive’s rights or delegate Executive’s obligations hereunder without the prior written consent of the Company. Executive expressly consents to the assignment of this Agreement whether or not specifically scheduled as part of any transaction to any party that is a successor in interest to the Company, or that purchases any part of the business of the Company if Executive was employed within that part of the business that is purchased.

     17.     Choice of Law, Venue and Personal Jurisdiction. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Colorado, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Colorado. Executive expressly agrees that the venue of any proceeding concerning the construction, validity, enforcement and interpretation of this Agreement shall be Denver County, Colorado, and further expressly consents to personal jurisdiction in the federal or state courts in the State of Colorado.

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     18.     Amendment and Waiver. The provisions of this Agreement may be amended or waived only with the prior written consent of the Company and Executive, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement.

     19.     Confidentiality of this Agreement. The parties agree that the terms of this Agreement are confidential. Executive shall not divulge or publicize the terms hereof except as may be necessary to enforce the promises, covenants and/or understandings contained herein or as either party may be required to do so by law, court order, subpoena or other judicial action or government taxing authorities. Executive may disclose the contents of this Agreement to his immediate family, attorneys and accountants, provided however, that any further disclosure of the terms of this Agreement by any of these persons to anyone not included within the terms of this paragraph may be deemed a breach of the Agreement by Executive. The Related Companies shall be entitled to disclose the terms of this Agreement as required in connection with compliance or intended compliance with any Canadian or US legislation.

     20.     Arbitration Provisions. Executive and the Company mutually agree to resolve all legal claims that either party may have (including, without limitation, claims related to employment, application or candidacy for employment, or cessation of employment with the Company) through binding arbitration subject to the terms and conditions provided below. Notwithstanding the foregoing, (a) either party may pursue a temporary restraining order and/or preliminary injunctive relief, with expedited discovery where necessary, in a court of law to protect common law or contractual trade-secret or confidential-information rights and to prevent unfair competition, until such time as an arbitration of all issues of final relief regarding same can be conducted, and (b) insured workers compensation claims (other than wrongful discharge claims), and claims for unemployment insurance are excluded from arbitration under this agreement. Claims covered by this arbitration agreement will be pursued in an individual claimant proceeding and not as part of representative, collective, or class action. This Agreement does not prevent the filing of charges with administrative agencies, such as the Equal Employment Opportunity Commission, the National Labor Relations Board, or equivalent state agencies. Nothing in this Agreement prevents a party from participating in any investigation or proceeding conducted by such an agency. However, Executive agrees not to pursue or accept any legal remedies against Company through any procedure or forum other than arbitration provided for in this agreement. This agreement will be controlled by the Federal Arbitration Act (FAA) and enforced pursuant to the FAA, except that state law may be applied where necessary to make this agreement enforceable if the FAA does not apply.

     The arbitration will be conducted by a mutually agreeable arbitration service or the American Arbitration Association (AAA) in Denver, Colorado if no other service is agreed upon. The arbitrator(s) will be selected from a panel of no less than seven alternatives through mutual agreement or a process of alternating strikes. To initiate a claim, the complaining party will send a written demand to the opposing party explaining the basis for the claim and the relief sought under a heading “Demand for Arbitration.” The arbitrator(s) shall be duly licensed to practice law in the state where the claim arises. Each party will be allowed at least one deposition. Upon request of either party, and at the expense of the requesting party(s), the arbitrator(s) shall be required to state in a written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to apply a cause of

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action or remedy that could not be applied by a court of law in the jurisdiction where the dispute arises under the same facts and circumstances. Upon motion of either party the arbitrator(s) shall dismiss any claim that would be subject to dismissal under the federal summary judgment standard for that claim. Either party may bring an action in any court of competent jurisdiction to compel arbitration under this agreement, to enforce an arbitration award, or to vacate an arbitration award. In actions seeking to vacate an award, the standard of review applied to the arbitration decision will be the same as that applied by an appellate court reviewing the decision of a trial court sitting without a jury, without any special deference to the arbitrator. A record created by non-stenographic means (e.g., tape recording) can be used with cost of any certified transcription of same used for appeal borne by the appealing party. In all other respects, the arbitration procedure will be conducted in accordance with the American Arbitration Association’s employment dispute resolution rules or other mutually agreeable, arbitration service rules.

     The Company will pay the arbitration fees and expenses less any filing fee amount that Executive would otherwise have to pay to pursue a comparable lawsuit in a United States district court or state court (whichever is less) in the jurisdiction where the dispute arises. All cost and fee payment obligations will be subject to a final arbitration award on who should bear arbitration costs and fees in accordance with applicable law. Except for those costs otherwise provided for above, each party will bear its own attorney’s fees and costs unless otherwise awarded by the arbitrator. Executive and the Company expressly waive trial by jury for all claims covered by this agreement. All other rights, remedies, exhaustion requirements, statutes of limitation and defenses applicable to claims asserted in a court of law will apply in the arbitration.

     21.     Notice and Early Resolution Conference. The parties recognize that it is not possible to anticipate every possible issue that may arise relative to the protection of legitimate business interests in a changing business environment Accordingly, Executive agrees that during employment with the Related Companies and for a period of one (1) year thereafter, Executive will give Company thirty (30) days written notice before going to work for a Competing Business, and agrees to meet with Company (if the Company so requests) to negotiate in a good faith effort to determine what restrictions should be applicable to Executive’s activities in his new position. No rights of either party will be waived if the parties do not come to an agreement and/or the Company elects not to have such a conference.

     22.     Reconciliation of Existing Rights and Interests. Executive agrees that any and all rights to the use and control of Trade Secrets, Confidential Information, proprietary training, and Company goodwill, that Executive may have acquired in the course of past association with the Company are hereby transferred to Company if same are not already exclusively held by Company, and Executive waives any and all claims that Executive may have to the contrary.

     23.     Third Party Beneficiary. The protections and rights provided to the
Company through this contract shall inure to the benefit of Parent and Related Companies as third party beneficiaries, and shall be fully enforceable by the Parent and Related Companies to protect and promote their interests, to the maximum extent allowed by law.

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     24.     Definitions.

            (a) “Base Salary” shall mean the annual base salary amount
provided for in paragraph 4(a) hereof.

            (b) “Cause” shall mean:

      (i) the continued and willful failure of Executive to perform substantially Executive’s duties with the Related Companies (other than any such failure resulting from incapacity due to physical or mental illness), after:

     (A) a written notice is delivered to Executive by the governance committee of the Parent’s Board of Directors that identifies the manner in which the Executive has not substantially performed Executive’s duties, and,

     (B) reasonable opportunity of not less than thirty (30) days is
given the Executive to cure the performance failure; or,

      (ii) the engaging by Executive in illegal conduct or acts or moral turpitude including but not limited to crimes of dishonesty or any other conduct which is materially injurious to the Company or which violates the Code of Ethical Behavior of the Company or which violates any other material policy of the Company.

            (c) “Change in Control” shall mean a Change in Control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act, or any successor provision thereto, whether or not the Parent is then subject to such reporting requirement; provided that, without limitation, such a Change in Control shall be deemed to have occurred if:

      (i) any change in the “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) that possesses, directly or indirectly, the power to direct or cause the direction of the management and the policies of the Parent, whether through the ownership of voting securities, by contract or otherwise;

      (ii) any person or group (as defined herein) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent representing 35% or more of the combined voting power of the Parent’s then outstanding securities (other than the Parent or any employee benefit plan of the Parent; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of the Parent’s securities by either of the foregoing),

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      (iii) there shall be consummated:

     (A) any consolidation or merger of the Parent in which the Parent is not the surviving or continuing corporation or pursuant to which shares of common stock would be converted into or exchanged for cash, securities or other property, other than a merger of the Parent in which the holders of common stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or

     (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Parent other than any such transaction with entities in which the holders of Parent common stock, directly or indirectly, have at least a 65% ownership interest;

      (iv) the stockholders of the Parent approve any plan or proposal for the liquidation or dissolution of the Parent, or

      (v) as the result of, or in connection with, any cash tender offer, exchange offer, merger or other business combination, sale of assets, proxy or consent solicitation (other than by the Board), or contested election (a “Control Transaction”), the members of the Board immediately prior to the first public announcement relating to such Control Transaction shall thereafter cease to constitute a majority of the Board;

provided that, solely in the case of an event described under sub-clause (ii) or sub-clause (iii)(A) of this clause (c), if there is no material change in the Executive’s position or compensation or relocation in excess of twenty (20) miles from the office location at the time of the Effective Date of this Agreement to the detriment of the Executive associated with such event, such event shall be deemed not to be a Change in Control if either (1) the Executive is provided with a similar employment agreement having a term of at least two years and containing substantively identical terms and conditions (or at least terms and conditions no less favorable to Executive) (including, without limitation, position and duties, reporting responsibility, base salary and benefits, and change in control, termination, and severance payment rights), or (2) this Agreement continues in full force and effect; except that with respect to either of the agreements referenced in the immediately preceding clauses (1) and (2), if consummation of such event results in the privatization of the Parent and Executive is an equity participant in such privatization transaction, then if the only diminution in Executive’s duties in the referenced agreements is the loss of duties directly associated with the Parent’s former public company status, the event shall not constitute a Change in Control.

            (d) “Competing Business” means any entity or person other than the Related Companies that is engaged in development, production, marketing or selling of a “Conflicting Product.”

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            (e) “Conflicting Product” means products or services that would displace, compete with, or interfere with the products or services of Related Company that Executive worked with. In this regard, the Related Companies’ products and services are understood to be of the following nature:

      (i) technical support services to the direct broadcast satellite and cable industries including, without limitation, new installations, reconnections, disconnections, service upgrades and downgrades and service calls at the premises of subscribers of broadband video, data and voice technologies; and

      (ii) products related to the provision of the above technical support services.

            (f) “Customer” means any person or entity that has a business relationship with a Related Company and that Executive has contact with, supervises contact with, or handles Confidential Information about at any time during the last two (2) years or less of his employment with Company.

            (g) “Employment Term” shall mean the continuous period of employment that begins upon the Effective Date of this Agreement and that ends as provided for in Section 5.

            (h) “Good Reason” shall mean:

      (i) a material breach by the Company of a material provision of this Agreement;

      (ii) a change in the location of Executive’s position of over twenty (20) miles or that otherwise requires the relocation of Executive’s residence, unless the relocation is agreed to in writing by the Executive;

      (iii) a material change in the position, duties and/or responsibilities of Executive (including, without limitation, a change that requires Executive to report to a lesser position than the CEO or that results in Executive no longer serving as the CLO of a public company) or a change in compensation, in each case, to the detriment of the Executive; except that if Executive is no longer serving as the CLO of a public company solely as the result of consummation of an event described under sub-clause (ii) or sub-clause (iii)(A) of Section 24(c) hereof that results in the privatization of the Parent and Executive is an equity participant in such privatization transaction, then Executive’s loss of duties directly associated with the Parent’s former public company status shall not constitute Good Reason;

      (iv) a failure by the Parent to maintain adequate directors’ and officers’ liability insurance; or

      (v) a Change in Control

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that is not cured by the Company within ten (10) days after Executive gives the Company written notice of the Good Reason.

            (i) “Initial Term” shall be the period beginning upon the Effective Date of this Agreement and continuing for a period of three (3) years.

            (j) “Parent” means 180 Connect Inc., a corporation incorporated in the State of Delaware.

            (k) “Related Companies” means the Parent, the Company and their respective Subsidiaries.

            (1) “Renewal Term” shall be a new and independent term that shall last for a period of one (1) year from the date of the expiration of the immediately preceding term.

            (m) “Restricted Period” means during Executive’s employment with the Related Companies and for one (1) year thereafter.

            (n) “Severance Payment” shall mean an aggregate sum equal to (i) one (1) year of Executive’s annual Base Salary and Vehicle Allowance, plus (ii) an amount equal to 50% of Executive’s Base Salary pro-rated for the number of days elapsed in the year of termination through the date of termination (e.g., if Executive’s date of termination is the 100th day of a 365-day year, the amount for this clause (ii) shall be the product of 100/365 x 0.50 x Executive’s Base Salary).

            (o) “Subsidiaries” shall mean any corporation of which the securities having a majority of the voting power in electing directors are, at the time of determination, owned by the Parent directly or owned by the Parent indirectly through one of more Subsidiaries.

            (p) “Vehicle Allowance” shall mean the monthly vehicle allowance amount provided for in paragraph 4(a) hereof.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates indicated below, with the understanding that the Effective Date of this Agreement is October 17, 2007.

180 CONNECT, INC.
By:	/s/ Peter Giacalone
	Name:	Peter Giacalone
	Title:	Chief Executive Officer
	Date:	December 21, 2007

EXECUTIVE
By:	/s/ Kyle M. Hall
	Name:	Kyle M. Hall
	Date:	December 21, 2007

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EX-10.48

Exhibit 10.48

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER, IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY (IF AN OPINION OF COUNSEL IS REQUESTED BY THE COMPANY), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

180 CONNECT, INC.

Warrant To Purchase Common Stock

Warrant No.:
Number of Shares of Common Stock: 356,952¹
Date of Issuance: November 9, 2007 (“Issuance Date”)

     180 Connect, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MAGNETAR CAPITAL MASTER FUND, LTD, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), 356,952² fully paid and nonassessable shares of Common Stock (as defined below) (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 16.

1. EXERCISE OF WARRANT.

     (a) Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)), this Warrant may be exercised by the Holder on any day on or after the Issuance Date, in whole or in part, by (i) delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant and (ii) (A) payment to the Company of an amount equal to the then-applicable Exercise Price multiplied by the number of Warrant Shares as to which this

1	Subject to the reduction set forth in Section 1(h).
2	Subject to the reduction set forth in Section 1(h).

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Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds or (B) by notifying the Company that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of the Exercise Notice for all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the first (1^st) Business Day following the date on which the Company has received each of the Exercise Notice and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the “Exercise Delivery Documents”), the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of the Exercise Delivery Documents to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the third (3^rd) Business Day following the date on which the Company has received all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at Holder’s instruction pursuant to the Exercise Notice, Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of th is Warrant.

     (b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.01, subject to adjustment as provided herein.

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     (c) Company’s Failure to Timely Deliver Securities. If the Company shall fail, for any reason or for no reason, to issue and deliver to the Holder, within three (3) Business Days of receipt of the Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be), and if on or after such third (3^rd) Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock times (B) the VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the date of the Exercise Notice.

     (d) Cashless Exercise. Notwithstanding anything contained herein to the contrary (other than Section 1(f) below), the Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number =	(A x B) - (A x C)
	B

For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant is then being exercised.

B= the VWAP of the Common Stock for the five (5) Trading Day period immediately preceding the date of the Exercise Notice.

C= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

     (e) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 13.

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     (f) Limitations on Exercises. Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that, if exercisable by the Holder, the Holder or any of its affiliates would beneficially own in excess of 9.90% (the “Maximum Percentage”) of the outstanding shares of Common Stock. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-a-vis other convertible, exercisable or exchangeable securities owned by the Holder) and of which warrants shall be exercisable (as among all warrants owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined by the Holder in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. The holders of Common Stock shall be third party beneficiaries of this paragraph and the Company may not waive this paragraph without the consent of holders of a majority of its Common Stock. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant.

     (g) Insufficient Authorized Shares. The Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder (without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable upon exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while this Warrant remains outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of this Warrant at least a number of shares of Common Stock equal to the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all this Warrant (without regard to any limitations on exercise contained herein) (the “Required Reserve Amount”) (an “Authorized Share Failure”), then the Company shall immediately take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for this entire Warrant. Without limiting the generality

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of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

     (h) Net Exercise; Withholding. Notwithstanding anything to the contrary contained in this Warrant, (i) the Company shall withhold, on behalf of Holder, 90,559 Warrant Shares that are subject to this Warrant in full satisfaction of all of Holder’s United States income tax obligations relating to the matters set forth in the letter agreement, dated as of the date hereof, by and between the Company and the Holder, (ii) the Company shall, within 1 business day after the date hereof, remit $202,960.83 in cash to the Internal Revenue Service on Holder’s behalf in full satisfaction of such income tax obligations and (iii) as a result of the withholding and payment contemplated by this paragraph, this Warrant shall only be exercisable by Holder for 266,393 Warrant Shares (subject to the adjustments set forth in Section 2 hereof).

2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 2.

     (a) Stock Dividends and Splits. If the Company, at any time on or after the date hereof, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.

     (b) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 2, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise contained herein).

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     (c) Other Events. In the event that the Company (or any direct or indirect subsidiary thereof) shall take any action to which the provisions hereof are not strictly applicable, or, if applicable, would not operate to protect the Holder from dilution or if any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s Board of Directors shall in good faith determine and implement an appropriate adjustment in the Exercise Price and the number of Warrant Shares (if applicable) so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2, provided further that if the Holder does not accept such adjustments as appropriately protecting its interests hereunder against such dilution, then the Company’s Board of Directors and the Holder shall agree, in good faith, upon an independent investment bank of nationally recognized standing to make such appropriate adjustments, whose determination shall be final and binding and whose fees and expenses shall be borne by the Company.

     (d) Calculations. All calculations under this Section 2 shall be made to the nearest cent or the nearest 1/100^th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issue or sale of Common Stock.

3. RIGHTS UPON DISTRIBUTION OF ASSETS. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distributions would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (or the beneficial ownership of any such shares of Common Stock as a result of such Distribution to such extent) and such Distribution to such extent shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

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4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

     (a) Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Maximum Percentage).

     (b) Fundamental Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions of this Section 4(b) pursuant to written agreements in form and substance satisfactory to the Holder and approved by the Holder prior to such Fundamental Transaction, including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is satisfactory in form and substance to the Holder. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of the Fundamental Transaction, the Successor Entity shall deliver to the Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the Fundamental Transaction, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of this Warrant prior to such Fundamental Transaction, such shares of the publicly traded Common Stock (or its equivalent) of the Successor Entity (including its Parent Entity)

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which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had this Warrant been exercised immediately prior to such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Fundamental Transaction had the Warrant been exercised immediately prior to such Fundamental Transaction (without regard to any limitations on the exercise of this Warrant). Provision made pursuant to the preceding sentence shall be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage, applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of this Warrant (or any such other warrant)).

5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of this Warrant (without regard to any limitations on exercise).

6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this

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Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

7. REISSUANCE OF WARRANTS.

     (a) Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

     (b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

     (c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no warrants for fractional shares of Common Stock shall be given.

     (d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

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8. NOTICES. Whenever notice is required to be given under this Warrant, it must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

180 Connect, Inc.
6501 East Belleview Avenue, Suite 500
Englewood, CO 80111
Facsimile: (303) 395-6197
Attention: CEO

If to Holder:

Magnetar Capital Master Fund, Ltd
c/o Magnetar Financial LLC
1603 Orrington Avenue, 13^th Floor
Evanston, IL 60201
Facsimile: (847) 869-2064

with a copy (for informational purposes only) to:

Greenberg Traurig, LLP
77 W. Wacker Drive, Suite 2500
Chicago, Illinois 60601
Telephone: (312) 456-8400
Facsimile: (312) 456-8435
Attention: Peter H. Lieberman, Esq.

      Todd A. Mazur, Esq.

or to such other address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price and the number of Warrant Shares, setting forth in reasonable detail, and certifying, the calculation of such adjustment(s) and (ii) at least fifteen (15) days prior to the date

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on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder and (iii) at least ten (10) Trading Days prior to the consummation of any Fundamental Transaction. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the Securities and Exchange Commission pursuant to a Current Report on Form 8-K.

9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant (other than Section 1(f)) may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the prior written consent of the Holder.

10. SEVERABILITY. If any provision of this Warrant or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of the terms of this Warrant will continue in full force and effect.

11. GOVERNING LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

12. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

13. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or fair market value or the arithmetic calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile within two (2) Business Days of receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be). If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or fair market value or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price or fair market value to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error.

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14. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

15. TRANSFER. This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company in compliance with applicable securities laws.

16. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

     (a) “Bloomberg” means Bloomberg Financial Markets.

     (b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

     (c) “Common Stock” means (i) the Company’s shares of common stock, $0.0001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

     (d) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

     (e) “Eligible Market” means The New York Stock Exchange, Inc., the Nasdaq Global Select Market, the Nasdaq Global Market or the Principal Market.

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     (f) “Expiration Date” means the date that is the fifth (5^th) anniversary of the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that is not a Holiday.

     (g) “Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person, or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), or (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

     (h) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

     (i) “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

     (j) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

     (k) “Principal Market” means The OTC Bulletin Board.

     (l) “Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

     (m) “Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

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     (n) “VWAP” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 13. All such determinations shall be appropriately adjusted for any share dividend, share split or other similar transaction during such period.

17. REGISTRATION RIGHTS. If at any time the Company shall determine to prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933, as amended (the “1933 Act”), of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans), then the Company shall deliver to the Holder a written notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, the Holder shall so request in writing, the Company shall include in such registration statement all or any part of the Warrant Shares that the Holder requests to be registered; provided, however, that the Company shall not be required to register any Warrant Shares pursuant to this Section 17 that are eligible for resale pursuant to Rule 144(k) promulgated by the SEC pursuant to the 1933 Act. Any Warrant Shares that are to be included in a registered public offering pursuant to this Section 17 shall be offered and sold upon such terms as the managing underwriters thereof determine. The managing underwriters may condition the Holder’s participation in such a registered public offering upon the Holder’s execution of an underwriting agreement containing customary terms and conditions which would customarily be applicable to selling shareholders, provided that the Holder shall only be required to execute such underwriting agreement if all other Persons including shares of Common Stock in such registration statement are also required to execute, and have executed,

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such underwriting agreement. If the managing underwriters for a registered public offering determine in good faith that the number of shares of Common Stock proposed to be sold in such offering would adversely affect the marketing of the shares of Common Stock to be sold by the Company therein or by the Person or Persons on whose behalf the registration statement is being initiated, then the number of shares of Common Stock to be included in such offering shall be reduced until the number of such shares does not exceed the number that the managing underwriters believe in good faith can be sold without any such adverse effects; provided that any shares to be excluded shall be excluded in the order of priority consistent with the terms of that certain Amended and Restated Registration Rights Agreement, dated as of August 24, 2007, between the Company and the signatories thereto.

[signature page follows]

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     IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

180 CONNECT, INC.
By:
	Name:
	Title:

16

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
WARRANT TO PURCHASE COMMON STOCK

180 CONNECT, INC.

     The undersigned holder hereby exercises the right to purchase ____________of the shares of Common Stock (“Warrant Shares”) of 180 Connect, Inc., a Delaware corporation (the “Company”), evidenced by the Warrant to Purchase Common Stock issued to the undersigned holder (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

     1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

____________	a “Cash Exercise” with respect to ____________Warrant Shares; and/or
____________	a “Cashless Exercise” with respect to ____________Warrant Shares.

     2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___to the Company in accordance with the terms of the Warrant.

     3. Delivery of Warrant Shares. The Company shall deliver to holder, or its designee or agent as specified below, ____________Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to holder, or for its benefit, to the following address:

_____________________________

_____________________________

_____________________________

_____________________________

_____________________________

Date: ________________________ __, ______

Name of Registered Holder
By:
	Name:
	Title:

EX-10.49

Exhibit 10.49

180 CONNECT INC.

AMENDED AND RESTATED EQUITY PLAN FOR NON-EMPLOYEE DIRECTORS

     1. Purpose. The 180 Connect Inc. Equity Plan for Non-Employee Directors is intended to enhance the ability of the Company to attract and retain high quality individuals to serve as members of the Board and to promote a greater alignment of interests between non-employee members of the Board and the stockholders of the Company.

     2. Definitions. As used in the Plan, the following terms have the respective meanings:

     (a) “2008 Meeting” means the regularly scheduled 2008 annual meeting of the Company’s stockholders.

     (b) “Annual Grant” means the annual equity award granted to an Eligible Director pursuant to Section 6(b) of the Plan.

     (c) “Award” means an award of Share Units, Dividend Equivalents or Shares granted under the Plan.

     (d) “Board” means the Board of Directors of the Company.

     (e) A “Change in Control” means the first to occur of the following: any (1) person or group (as defined herein) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company’s then outstanding securities (other than the Company or any employee benefit plan of the Company; and, for purposes of the Plan, no Change in Control shall be deemed to have occurred as a result of the “beneficial ownership,” or changes therein, of the Company’s securities by either of the foregoing) or (2) there shall be consummated (a) any consolidation or merger of the Company in which the Company is not the surviving or continuing corporation or pursuant to which shares of Common Stock would be converted into or exchanged for cash, securities or other property, other than a merger of the Company in which the holders of Common Stock immediately prior to the merger have, directly or indirectly, at least a 65% ownership interest in the outstanding common stock of the surviving corporation immediately after the merger, or (b) any sale, exchange

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or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company other than any such transaction with entities in which the holders of Common Stock, directly or indirectly, have at least a 65% ownership interest. A “Change in Control” shall not include any transaction that would not be considered a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, for purposes of Section 409A of the Code.

     (f) “Common Stock” means a share of Company common stock, par value $0.0001.

     (g) “Company” means 180 Connect Inc.

     (h) “Dividend Equivalent” means a bookkeeping entry, whereby each Eligible Director’s account is credited with additional Share Units as of the date a dividend is paid with respect to a Share in accordance with Section 6.

     (i) “Effective Date” means November 12, 2007.

     (j) “Eligible Director” means any director of the Company who is neither an employee nor an officer (other than the holding of a Board office) of the Company or any affiliate of the Company.

     (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

     (l) “Fair Market Value” on a particular date means the closing price of a Share on that date as reported on the American Stock Exchange or such other stock exchange on which the Shares are listed or traded (or, if such exchange is not open on such date, the immediately preceding date on which such exchange is open), or, if the Shares are not so listed or traded, the Fair Market Value shall be determined by the Board in good faith.

     (m) “Initial Grant” means the initial equity award granted to an Eligible Director pursuant to Section 6(a) of the Plan.

     (n) “Plan” means this 180 Connect Inc. Equity Plan for Non-Employee Directors, as it may be amended from time to time.

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     (o) “Share” means a share of Common Stock.

     (p) “Share Unit” means a bookkeeping entry, equivalent in value to a Share, credited to the account of an Eligible Director pursuant to Section 6. Each Share Unit represents a right to receive the value of one Share (or fraction thereof) upon the terms and conditions set forth in the Plan.

     3. Effective Date. The Plan shall be effective as of the Effective Date.

     4. Administration. The Plan shall be administered by the Board. The Board is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make any other determinations that it deems necessary or desirable for the administration of the Plan. The Board may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Board deems necessary or desirable. Any decision of the Board in the interpretation and administration of the Plan, as described herein, shall lie within the Board’s sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.

     5. Shares Available Under the Plan. There is hereby reserved for issuance under the Plan 600,000 shares of Common Stock. If there is (i) a lapse, expiration, termination, forfeiture or cancellation of any Award outstanding under this Plan prior to the issuance of Shares thereunder or (ii) a forfeiture of any Shares subject to Awards granted under this Plan prior to vesting or settlement, then the Shares subject to these Awards shall be available for future grant under the Plan. Shares covered by an Award granted under the Plan shall not be counted as used unless and until they are actually issued and delivered to a participant in the Plan. All Shares issued under the Plan may be either authorized and unissued Shares or issued Shares reacquired by the Company.

     6. Equity Awards.

     (a) Initial Grants. Individuals who become Eligible Directors during the 2007 calendar year but before the Effective Date shall be granted, on the Effective Date, an Initial Grant of Share Units having a value equal to $50,000. Each individual who becomes an Eligible Director thereafter shall receive, on the date that such individual becomes an Eligible Director, an Initial Grant under this Section 6(a) of the Plan of Share

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Units having a value equal to $50,000. The number of Share Units (including fractional Share Units) to be credited as of the date of grant shall be determined by dividing the value of the grant as provided herein by the Fair Market Value of a Share on the date of grant. The value of such Share Units will be credited to an account maintained for the Eligible Director on the books of the Company. An Eligible Director’s account shall be credited with Dividend Equivalents when dividends (excluding stock dividends, but including dividends paid in cash) are paid on Shares, with the number of additional Share Units so credited equaling (i) the product of the Share Units then in the account multiplied by the amount of such dividend on a per Share basis divided by (ii) the Fair Market Value of a Share on the dividend payment date.

     (b) Annual Grants. Effective for calendar years beginning on and after January 1, 2008, each Eligible Director shall be granted an Annual Grant in accordance with the following:

     (i) For the 2008 calendar year, subject to his or her being a member of the Board on each grant date, each Eligible Director shall be granted an Annual Grant in two installments. Under the first installment, on January 2, 2008, each Eligible Director shall be granted Share Units having a value equal to $16,667. The number of Share Units (including fractional Share Units) to be credited as of the date of grant shall be determined by dividing the value of the grant as provided herein by the Fair Market Value of a Share on the date of grant. The value of such Share Units will be credited to an account maintained for the Eligible Director on the books of the Company. An Eligible Director’s account shall be credited with Dividend Equivalents when dividends (excluding stock dividends, but including dividends paid in cash) are paid on Shares, with the number of additional Share Units so credited equaling (i) the product of the Share Units then in the account multiplied by the amount of such dividend on a per Share basis divided by (ii) the Fair Market Value of a Share on the dividend payment date. Under the second installment, each Eligible Director shall be granted Shares having a value equal to $33,333. This grant will be made on the date of the 2008 Meeting, if the Plan is approved by the Company’s stockholders on such date. If the Plan is not so approved, the second installment of the 2008

4

Annual Grant shall not be made and the Eligible Directors shall have no right or claim to any compensation from the Company in respect thereof; provided, however, that pursuant to Section 8 of the Plan, the Eligible Directors will receive an amount in cash equal to the amount of the second installment upon the occurrence of a Change in Control prior to the 2008 Meeting.

     (ii) With respect to calendar years after 2008, subject to the Plan having been approved at the 2008 Meeting and further subject to each Director being a member of the Board on the applicable date of grant, each Eligible Director shall be granted Shares having a value equal to $50,000. Each Annual Grant shall be made on September 1 of the year to which such Annual Grant pertains. If the Plan is not approved by the Company’s stockholders at the 2008 Meeting, no Annual Grants shall be made hereunder with respect to calendar years after 2008 and the Eligible Directors shall have no right or claim to any compensation from the Company in respect thereof.

     7. Vesting/Settlement.

     (a) Initial Grants. Each Initial Grant made prior to January 1, 2008 shall become fully vested upon the earlier of (A) a Change in Control, as provided in Section 8 of the Plan, (B) approval of Plan by the Company’s stockholders at the 2008 Meeting, or (C) August 1, 2008. Each Initial Grant made on or after January 1, 2008 shall become fully vested six months from the date the Initial Grant is made. Each Initial Grant, and any Dividend Equivalents credited in respect of the Initial Grant, shall be settled as soon as administratively practicable after the Initial Grant becomes vested. Payment in respect of any Initial Grant made prior to January 1, 2008 shall be made in cash, while payment in respect of any Initial Grant made on or after January 1, 2008 shall be made in Shares; provided, however, that if the Company’s stockholders do not approve the Plan at the 2008 Meeting, payment in respect of any Initial Grant shall be made in cash only, based on the Fair Market Value of the Share Units on the date of payment.

     (b) Annual Grants. Each Annual Grant shall become vested in accordance with the following:

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     (i) With respect to the first installment of the 2008 Annual Grant, such Award shall become fully vested upon the earlier of (A) a Change in Control, as provided in Section 8 of the Plan, (B) approval of the Plan by the Company’s stockholders at the 2008 Meeting, or (C) September 1, 2008. The first installment of the 2008 Annual Grant, and any Dividend Equivalents credited in respect of the first installment of the 2008 Annual Grant, shall be settled in Shares as soon as administratively practicable after the first installment of the 2008 Annual Grant becomes vested; provided, however, that except as provided in Section 8 of the Plan, if the Plan is not approved by the Company’s shareholders at the 2008 Meeting, the first installment of the 2008 Annual Grant shall be cancelled with no consideration due to the Eligible Director.

     (ii) The second installment of the 2008 Annual Grant shall vest at a rate of 50% on September 1, 2009 and 50% on September 1, 2010, subject to the Eligible Director remaining in service on each vesting date, and will be settled in Shares as soon as administratively practicable thereafter.

     (iii) With respect to Annual Grants made in respect of 2009 and subsequent calendar years, except as provided in Section 8 of the Plan, such Annual Grants shall vest at a rate of one-third (1/3) on each annual anniversary of the applicable date of grant, subject to the Eligible Director remaining in service on each vesting date. Notwithstanding the foregoing, the Board, in its discretion, may establish procedures to permit Eligible Directors to defer the receipt of Common Stock underlying such Annual Grants.

     (c) The Board may, in its discretion, provide that any Initial Grant or Annual Grant shall become fully vested upon an Eligible Director ceasing to provide services as a member of the Board.

     8. Change in Control. Notwithstanding anything to the contrary contained in the Plan, upon a Change in Control that occurs prior to the 2008 Annual Meeting, (i) all outstanding Awards in respect of Initial Grants and the first installments of the 2008 Annual Grants shall vest in full and be immediately settled in cash on the effective date of the Change in Control, based on the Fair Market Value of a Share, as determined in connection with the Change in Control

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transaction and (ii) on the effective date of the Change in Control, in lieu of receiving the second installment of the 2008 Annual Grant, each Eligible Director who is then a member of the Board shall receive a cash payment equal to $33,333. Upon a Change in Control that occurs after the 2008 Annual Meeting (if the Plan has been approved by shareholders at the 2008 Annual Meeting), all outstanding Awards shall vest in full and shall be immediately settled in Shares on the effective date of the Change in Control.

     9. Adjustments and Reorganizations. In the event of any stock dividend, stock split, combination or exchange of Shares, merger, consolidation, spin-off or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Common Stock, such proportionate adjustments, as are required to reflect such change, shall be made with respect to the number of Share Units or Dividend Equivalents credited to each Eligible Director’s account.

     10. Non-Transferability of Awards. Awards shall not be subject to attachment, garnishment or any other legal process with respect to creditors of an Eligible Director, nor shall any Awards be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or transfer by an Eligible Director other than by will or laws of succession. Awards may not be assigned or alienated in a domestic relations proceeding, except as required by applicable law.

     11. Rights as a Shareholder. Shares subject to an Award that is settled in Shares shall be deemed issued, and the Eligible Director shall be deemed the record holder of such Shares, on the date the Award is settled. Until such settlement date, except as expressly provided herein with respect to the right to receive Dividend Equivalents, no right to vote or any other rights as a stockholder shall exist with respect to the Shares subject to the Award. If an Award is settled in cash, an Eligible Director shall have no rights as a shareholder with respect to the Shares that had been subject such Award.

     12. No Right to Service. Neither participation in the Plan nor any action under the Plan shall be construed to give any Eligible Director a right to remain in service on the Board.

     13. Unfunded Plan. The Plan shall be unfunded. To the extent any individual holds any rights by virtue of an Award granted under the Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured general creditor of the Company.

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     14. Compliance with Law. The Board shall administer, construe, interpret and exercise discretion under the Plan in a manner that is consistent with and in compliance with a reasonable good faith interpretation of all applicable laws and that avoids, to the extent practicable, the classification of any Award as “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended.

     15. Fractional Shares. The Company shall not be required to issue any fractional Shares pursuant to this Plan. Any fractional Shares shall be settled in cash.

     16. Successors and Assigns. The Plan shall be binding on all successors and assigns of the Company and an Eligible Director, including without limitation, the estate of such Eligible Director and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or representative of the Eligible Director’s creditors.

     17. Plan Amendment. The Board may amend the Plan as it deems necessary or appropriate, provided that (1) no amendment shall be inconsistent with the intentions underlying the Plan as described in Section 1 and (2) no amendment will adversely affect the rights of any persons owed any amounts under the Plan without their approval, except that any change required by applicable securities, tax or other law, rule or regulation may be made notwithstanding the requirements of (1) or (2).

     18. Plan Termination. The Board may terminate the Plan at any time. However, if so terminated, prior Awards shall remain outstanding and in effect in accordance with their applicable terms and conditions.

     19. Governing Law. The Plan, any Awards granted hereunder and any actions taken in connection herewith shall be governed by and construed in accordance with the laws of the state of Colorado (without regard to any state’s conflict of laws principles). Any legal action related to this Plan shall be brought only in a federal or state court located in Colorado.

     20. Stockholder Approval. The Plan was adopted by the Board of Directors on the Effective Date, subject to stockholder approval, except as provided in the following sentence. Except as otherwise provided herein with respect to the Initial Grants and the 2008 Annual Grants (in the case of a Change in Control that occurs prior to the 2008 Meeting), the Plan and any benefits granted thereunder shall be null and void if stockholder approval of the Plan is not obtained at the 2008 Meeting. The Board of Directors retains the right to adopt other compensation programs for the Eligible Directors in the event that the Plan is not approved by stockholders at the 2008 Meeting.

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EX-10.50

Exhibit 10.50

UNIT PURCHASE OPTION
CLARIFICATION AGREEMENT

     This Unit Purchase Option Clarification Agreement (this “Agreement”), dated as of September 30, 2007, between 180 Connect Inc., a Delaware corporation (f/k/a Ad.Venture Partners, Inc., a Delaware corporation) (the “Company”) and Wedbush Morgan Securities Inc. (“Option Holder”), is to amend the Underwriter Unit Purchase Option, dated as of August 25, 2005 (the “Option”), issued by Ad.Venture Partners, Inc. to (“Option Holder”).

     WHEREAS, the parties hereto desire to amend the Option to clarify that the Option Holder does not have the right, and did not have the right at the time of issuance of the Option, to receive a net cash settlement in the event the Company does not maintain a current prospectus relating to the units, common stock and warrants issuable upon exercise of the Option at the time such Option is exercisable.

     NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Option as set forth herein.

     4. Option. The undersigned hereby agree that the Option is hereby amended by adding the following as Section 2.4 to the Option:

     “2.4 No Exercise of Purchase Option if a Registration Statement is not Effective. Notwithstanding anything herein to the contrary, the Company shall not be obligated to deliver any securities pursuant to the exercise of this Purchase Option unless (i) a registration statement under the Act with respect to the Units, Warrants and Common Stock issuable upon such exercise is effective, or (ii) in the opinion of counsel to the Company or counsel to the Holder reasonably satisfactory to the Company, the exercise of this Purchase Option is exempt from the registration requirements of the Act, as defined below, and such securities are qualified for sale or exempt from qualification under applicable securities laws of the states or other jurisdictions in which the registered holders reside. This Purchase Option may not be exercised by, or securities issued to, any registered holder in any state in which such exercise or issuance would be unlawful. The Holders are not, and at the time of the initial issuance of this Purchase Option were not, entitled to receive a net-cash settlement or other consideration in lieu of physical settlement in securities if the securities underlying this Purchase Option are not covered by an effective registration statement.”

     5. Miscellaneous.

          a. Governing Law; Jurisdiction. The validity, interpretation, and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which

1

jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it in care of the address set forth above or such other address as the undersigned shall furnish in writing to the other. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

          b. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.

          c. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as set forth in this Agreement, provisions of the original Option which are not inconsistent with this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts.

          d. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

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     IN WITNESS WHEREOF, the parties hereto have executed this Unit Purchase Option Clarification Agreement as of the date first written above.

180 CONNECT INC.
By:
	Name:
	Title:

WEDBUSH MORGAN SECURITIES INC.
By:
	Name:
	Title:

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EX-10.51

Exhibit 10.51

WARRANT CLARIFICATION AGREEMENT

     This Warrant Clarification Agreement (this “Agreement”), dated as of September 30, 2007, between 180 Connect Inc., a Delaware corporation (f/k/a Ad.Venture Partners, Inc., a Delaware corporation) (the “Company”) and Continental Stock Transfer & Trust Company, a New York Corporation (“Continental Stock Transfer & Trust Company”), is to the Warrant Agreement, dated as of August 25, 2005 (the “Warrant Agreement”), by and between Ad.Venture Partners, Inc. and Continental Stock Transfer & Trust Company.

     WHEREAS, Section 3.3(ii) of the Warrant Agreement provides that the Company shall not be obligated to deliver any securities pursuant to the exercise of a warrant unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the common stock is effective.

     WHEREAS, as a result of certain questions that have arisen regarding the accounting treatment applicable to the warrants, the parties hereto deem it necessary and desirable to amend the Warrant Agreement to clarify that the registered holders do not have the right, and never had the right, to receive a net cash settlement in the event the Company does not maintain a current prospectus relating to the common stock issuable upon exercise of the warrants at the time such warrants are exercisable.

     NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree to amend the Warrant Agreement as set forth herein.

     1. Warrant Agreement.

          (a) For the avoidance of doubt, the Warrant Agreement is hereby amended by adding the following as Section 3.5 to the Warrant Agreement:

     “Furthermore, if the Company is unable to deliver any securities pursuant to the exercise of a Warrant as a result of the foregoing situations, the Company will have no obligation, under any circumstance, to pay such registered holder any cash or other consideration or otherwise “net cash settle” the Warrant.”

          (b) The Warrant Agreement is hereby further amended by deleting Section 9.2 in its entirety and replacing it with the following:

     “9.2. Notices. Any notice, statement or demand authorized by this Warrant Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

1

180 Connect Inc.
6501 East Belleview Avenue
Suite 50
Englewood, CO 80111
Attn : Chairman

     Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company
17 Battery Place
New York, New York 10004
Attn : Compliance Department

with a copy in each case to:

McDermott Will & Emery
340 Madison Avenue
New York, New York 10173
Attn : Mark Selinger, Esq.

     2. Miscellaneous.

          (a) Governing Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 9.2 of the Warrant Agreement. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim.

          (b) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and assigns.

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          (c) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as set forth in this Agreement, provisions of the Warrant Agreement which are not inconsistent with this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts.

          (d) Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[signature page follows]

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     IN WITNESS WHEREOF, the parties hereto have executed this Warrant Clarification Agreement as of the date first written above.

180 CONNECT INC.
By:
	Name:
	Title:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY
By:
	Name:
	Title:

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EX-21.1

EXHIBIT 21.1

     Subsidiaries of 180 Connect Inc.

	Name Under Which Business is
Subsidiary Legal Name	Conducted	State or Country of Incorporation
1305699 Alberta ULC	—	Canada
180 Connect Exchangeco Inc.	—	Canada
180 Connect Inc.	180 Connect	Canada
Wirecomm Systems Inc.	Wirecomm	Canada
Wirecomm America, Inc.	—	Delaware
180 Connect, Inc.	180 Connect	Nevada
Mountain Center, Inc.	Ironwood	California
Piedmont Telecommunications, Inc.	—	North Carolina
180 Digital Interiors, Inc.	180 Home	Delaware
HD Complete, Inc.	—	Delaware
Ironwood Communications, Inc.	Ironwood	Nevada
1083723 Alberta Ltd.	—	Canada

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of 180 Connect Inc.:

1. Form S-8 (No. 333-147749);

2. Form S-3 (No. 333-146337);

3. Form S-3 (No. 333-142319); and

4. Form S-3 (No. 333-124141)

of our report dated March 27, 2008, with respect to the consolidated financial statements and schedule of 180 Connect Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2007.

Denver, Colorado	/s/ Ernst & Young LLP
March 27, 2008

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements of 180 Connect Inc.:

1. Form S-8 No. 333-147749);

2. Form S-3 (No. 333-146337);

3. Form S-3 (No. 333-142319); and

4. Form S-3 (No. 333-124141).

of our report dated, April 20, 2007 (except for note 12 as to which the date is March 27, 2008) with respect to the consolidated financial statements and schedule of 180 Connect Inc. as at December 31, 2006 and for the years ended December 31, 2006 and 2005, included in this Annual Report (Form 10-K) for the year ended December 31, 2007.

Toronto, Canada	/s/ Ernst & Young LLP
March 27, 2008	Chartered Accountants
	Licensed Public Accountants

EX-31.1

EXHIBIT 31.1

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Peter Giacalone, certify that:

1.	I have reviewed this annual report on Form 10-K of 180 Connect Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 31, 2008

/s/ Peter Giacalone  

Peter Giacalone 

Chief Executive Officer 

EX-31.2

EXHIBIT 31.2

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER

I, Steven Westberg, certify that:

1.	I have reviewed this annual report on Form 10-K of 180 Connect Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 31, 2008

/s/ Steven Westberg  

Steven Westberg 

Chief Financial Officer 

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. 1350
(SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002)

     Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of 180 Connect Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge that:

(1)	The Annual Report on Form 10-K for the year ended December 31, 2007 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: March 31, 2008

/s/ Peter Giacalone  

Peter Giacalone 

Chief Executive Officer 

Date: March 31, 2008

/s/ Steven Westberg  

Steven Westberg 

Chief Financial Officer