COLORADO COMMUNITY BRAODCASTING INC
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10.txt
<TEXT>
Exhibit 10.1
                            ASSET PURCHASE AGREEMENT

         ASSET PURCHASE AGREEMENT "Agreement"), dated as of January28, 2002,
between Colorado Community Broadcasting, Inc. ("Seller"), and Mako
Communications, LLC, a Texas limited liability company ("Buyer").

                                R E C I T A L S:
                                 - - - - - - - -

         WHEREAS, Seller holds a certain license issued by the Federal
Communications Commission ("FCC") for the operation of commercial low power
television station, specifically, W67AP, Rock Harbor, Florida ("Station");

         WHEREAS, Seller desires to assign such license to Buyer, and Buyer
desires to acquire such license, upon the terms and subject to the conditions
herein set forth; and

         WHEREAS, the assignment of the license for the Station is subject to
the prior approval of the FCC;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, and intending to be legally bound
hereby, Seller and Buyer agree as follows:

ARTICLE 1                  TERMS OF TRANSACTION

1.1  Assets to be Transferred.  At the Closing,  and on the terms and subject of
     the  conditions  set forth in this  Agreement,  Seller shall sell,  assign,
     transfer,  deliver  and  convey to Buyer,  and Buyer  shall  purchase  from
     Seller, the license for the Station.
1.2  Purchase Price and Payment.  In  consideration of the transfer by Seller to
     Buyer of the  license,  Buyer  shall pay to Seller the  aggregate  purchase
     price of $25,000.00 ("Purchase Price"). The Purchase Price shall be paid to
     Seller on the Closing Date.

ARTICLE 2                  CLOSING

2.1  Closing; Closing Date. The closing of the transactions  contemplated hereby
     (the "Closing") shall occur on the day after grant by the FCC of consent to
     the transfer of the license form Seller to Buyer.  Such consent  shall take
     the form of the  approval of the parties'  joint FCC form 345  application.
     The date on which the Closing is required to take place is herein  referred
     to as the "Closing Date".

         At the Closing, each of the parties hereto shall make the following
deliveries or such deliveries in substitution therefore as are satisfactory to
the indicated recipient:
<PAGE>

2.2      Deliveries by Seller.
         --------------------
(1)      Seller shall deliver to Buyer a General Conveyance, Bill of Sale and
         Assignment and Assumption Agreement substantially in the form of
         Exhibit A ("Bill of Sale").
(2)      Seller shall deliver notice to the Escrow Agent to deliver the Escrowed
         Funds to Seller.
(3)      Seller shall deliver to Buyer a letter addressed to the Commission
         notifying the Commission of the transfer of the license to Buyer.

2.3      Deliveries by Buyer.
         -------------------

(1)      Buyer shall deliver to Seller the Purchase Price, minus the Escrowed
         Funds.
(2)      Buyer shall deliver to Seller the Bill of Sale.
(3)      Seller shall deliver notice to the Escrow Agent to deliver the Escrowed
         Funds to Seller.

ARTICLE 3                  WARRANTIES OF SELLER

         Seller represents and warrants to Buyer that:

3.l  Authority  Relative to this Agreement.  Seller has full power and authority
     to execute,  deliver and  perform  this  Agreement  and to  consummate  the
     transactions contemplated hereby.
3.2  Title to  Assets.  Seller is the owner  of,  and has good and  indefeasible
     title to the license.
3.3  Seller's  Knowledge.  Seller has no knowledge of any facts or circumstances
     the  existence  or  absence  of which  are  reasonably  likely to cause the
     Commission to deny the Assignment Application.


ARTICLE 4                  ADDITIONAL AGREEMENTS

4.1  Commission  Consent.  Consummation  of the Agreement and the performance of
     the obligations of Seller and Buyer under this Agreement are subject to the
     condition  that the  Commission  shall have given its  consent in  writing,
     without any condition  other than in the ordinary course that is materially
     adverse to Buyer or Seller,  to the assignment of the license to Buyer.  In
     order to  expeditiously  obtain FCC consent to the transfer of the license,
     Buyer and seller shall each  complete  their portion of FCC Form 345 within
     three days of the execution of this Agreement and Buyer shall promptly file
     the completed Form 345 with the FCC. Buyer shall be responsible  for paying
     all filing fees associated with the filing and processing of Form 345.
<PAGE>

4.2  Fees  and  expenses.   Except  as  otherwise  expressly  provided  in  this
     Agreement,  all fees and expenses,  including fees and expenses of counsel,
     financial  advisors  and  accountants,  incurred  in  connection  with this
     Agreement  and the  transactions  contemplated  hereby shall be paid by the
     party incurring such fee or expense.
4.3  Dismissal  of  Displacement  Application.  Seller has  informed  Buyer that
     Seller has filed a displacement application for the Station. Upon execution
     of this  Agreement,  Seller  shall  immediately  dismiss  any  displacement
     applications filed for the Station and shall immediately provide Buyer with
     a copy of such request for dismissal.
4.4  Escrow Agreement. Upon execution of this Agreement,  Buyer shall deliver to
     Mr. Jimmy Joint ("Escrow  Agent"),  the sum of $5,000.00  ("Escrow Funds").
     Escrow Agent shall hold such funds until such time as he receives identical
     instructions from both parties as to whom such funds should be delivered.
4.5  On Air Signal. Buyer shall put the Station on the air prior to January 24,
     2002.

ARTICLE 5         TERMINATION

5.1  Termination.  This  Agreement  may be terminated  and the  transaction
     contemplated hereby abandoned at any time prior to the

                  Closing in the following manner:

(a) by the FCC's Order denying  consent to assign the license for the Station to
the Buyer; or

(b) by Seller, if Buyer shall have failed to fulfill in any material respect any
of its material obligations under this Agreement; or

(c) by Buyer, if Seller shall have failed to fulfill in an material respect any
of its material obligations under this Agreement.

5.2 Escrow Deposit.  If this Agreement is terminated pursuant to 5.1 (a) or (c),
the Escrow  Deposit shall be returned to Buyer.  If this Agreement is terminated
pursuant to 5.1 (b), the Escrow Deposit shall be delivered to Seller.

IN WITNESS WHEREOF, the parties have executed this Agreement, or caused this
Agreement to be executed by their duly authorized representatives, all as of the
day and year first above written.


<PAGE>




SELLER:

Colorado Community Broadcasting, Inc.

By:  /s/ Adelisa Shwayder

Title: Secretary/Treasurer

Date: January 28, 2002


BUYER:

Mako Communications, LLC

By: ___________________________________

Title: __________________________________

Date: __________________________________







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