On December 3, 2010, we entered into an agreement (the “Conversion Agreement”) with The California Capital Limited Partnership, LP (“CalCap”), pursuant to which CalCap agreed to convert all of the outstanding principal and accrued but unpaid interest under that certain Secured Convertible Promissory Note issued to CalCap by us on February 5, 2010 in the original principal amount of $15,000,000 (the “Note”) into shares of Series A Preferred Stock (“Series A Preferred Stock”) at a conversion price of $1.00 per share (the “Conversion”), subject to the terms and conditions set forth therein and the modification of our existing preferred stock as fully described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2010.

          On January 31, 2011, we entered into Amendment No. 1 to Agreement and Waiver under Secured Convertible Promissory Note with CalCap (“Amendment No. 1”), pursuant to which we and CalCap (i) extended the time that we are required to amend and restate our certificate of incorporation, as set forth in the Conversion Agreement, from 90 days to 120 days and (ii) extended the date upon which the Conversion Agreement automatically terminates from March 2, 2011 to April 1, 2011. In addition, pursuant to Amendment No. 1, CalCap agreed to waive compliance with Section 7(h) of the Note, solely for the purpose of allowing us to sell certain assets used to provide wireless broadband and related services in the Grand Junction, Colorado market, provided that the aggregate purchase price is no less than $220,000.

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