Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The proxy statement is dated June 4, 2008, and is first being mailed to stockholders on or about June 6, 2008.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of 180 Connect Inc., will be held on July 8, 2008 at 9:00 a.m. local time, at the offices of McDermott Will & Emery LLP at 340 Madison Avenue, New York, New York 10173, for the following purposes:

Only common stockholders of record on June 4, 2008 are entitled to notice of and to vote at the special meeting or at any adjournment or postponement of the special meeting. Holders of exchangeable shares of record on June 4, 2008 are entitled to receive notice of the special meeting and to instruct Valiant Trust Company, as the trustee and holder of the Company’s Special Voting Share, via the enclosed Voting Instruction Form, to vote at the special meeting or at any adjournment or postponement of the special meeting. All stockholders of record and holders of exchangeable shares are cordially invited to attend the special meeting in person.

Each common stockholder is entitled to one vote for each share held on the record date, and the trustee is entitled to one vote for each exchangeable share outstanding as of the record date. Votes cast with respect to the exchangeable shares will be voted through the Special Voting Share by the trustee as directed by the holders of exchangeable shares.

The approval and adoption of the merger agreement requires the affirmative vote of a majority of the votes entitled to be cast by the holders of 180 Connect Inc.’s common stock and by the trustee as holder of the Special Voting Share as instructed by the holders of the exchangeable shares, voting together as one class. Even if you plan to attend the special meeting in person, we request that each common stockholder complete, sign, date and return the enclosed proxy prior to the special meeting to ensure that your shares will be represented at the special meeting if you are unable to attend. If you fail to return your proxy card, your shares will not be counted for purposes of determining whether a quorum is present at the meeting and will have the same effect as a vote against the approval and adoption of the merger agreement, but will not affect the outcome of the vote regarding the adjournment proposal, if necessary. If you are a stockholder of record, voting in person at the meeting will revoke any proxy previously submitted. If you hold your shares through a bank, broker or other custodian, you must obtain a legal proxy from such custodian in order to vote in person at the meeting.

If your shares are held by a bank or broker, please bring to the special meeting your statement evidencing your beneficial ownership of 180 Connect Inc. common stock and photo identification.

Stockholders of 180 Connect Inc. who do not vote in favor of the approval and adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of common stock if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all requirements of Delaware law, which are summarized in the accompanying proxy statement. Holders of exchangeable shares, who do not exchange such shares before the vote is taken on the merger agreement and comply with all requirements of Delaware law, are not entitled to demand appraisal under Delaware law.

If you hold exchangeable shares and you wish to direct the trustee to cast the votes represented by your exchangeable shares attached to the Special Voting Share on your behalf, you should follow carefully the instructions in the Voting Instruction Form, which accompanies this proxy statement. The procedure for instructing the trustee differs in certain respects from the procedure for delivering a proxy, including the place for depositing the instructions and the manner of revoking the proxy. The trustee should receive your voting instructions by 5:00 p.m. (Mountain Time) on July 3, 2008. This will give the trustee time to tabulate the voting instructions and vote on your behalf. If you wish to attend the meeting and vote in person, rather than have the trustee exercise voting rights on your behalf, you may do so by following the procedures set forth in the enclosed Voting Instruction Form.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, COMMON STOCKHOLDERS SHOULD PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY IN THE ACCOMPANYING REPLY ENVELOPE. STOCKHOLDERS WHO ATTEND THE MEETING MAY REVOKE THEIR PROXIES AND VOTE IN PERSON. PLEASE DO NOT SEND ANY SHARE CERTIFICATES AT THIS TIME.

The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully. See “Where You Can Find More Information.”

In accordance with the voting and exchange trust agreement dated August 24, 2007 by and among the Company, 180 Connect Exchangeco, Inc. and Valiant Trust Company, the Company issued a Special Voting Share to the trustee, for the benefit of the holders (other than the Company or its affiliates) of the exchangeable shares. The Special Voting Share carries a number of votes, exercisable at any meeting at which the Company’s stockholders are entitled to vote, equal to the number of exchangeable shares then outstanding (other than exchangeable shares held by the Company or its affiliates).

Each holder of exchangeable shares on the record date for any meeting at which the Company’s stockholders are entitled to vote is entitled to instruct the trustee to exercise that number of votes attached to the Special Voting Share which relate to the exchangeable shares held by such holder. The trustee will exercise each vote attached to the Special Voting Share only as directed by the relevant holder and, in the absence of instructions from a holder as to voting, will not exercise such votes.

This proxy statement is being presented to each holder of exchangeable shares by the trustee, together with related meeting materials and a Voting Instruction Form as to the manner in which the holder may instruct the trustee to exercise the votes attaching to the Special Voting Share.

In connection with the merger, 180 Connect Exchangeco Inc. has delivered a notice of redemption to all holders of exchangeable shares declaring that, subject to the over-riding call right of 1305699 Alberta ULC, the exchangeable shares shall be redeemed immediately prior to the completion of the merger. 1305699 Alberta ULC has exercised its over-riding call right in accordance with the terms and conditions of the articles of 180 Connect Exchangeco Inc. and, consequently, immediately prior to the completion of the merger, each outstanding exchangeable share shall be exchanged with 1305699 Alberta ULC for one share of our common stock. Upon completion of the merger, such shares of common stock shall entitle the holders to receive $1.80 in cash, without interest and less any applicable withholding taxes for each share of our common stock they have received in such exchange with 1305699 Alberta ULC. For example, if you own 100 exchangeable shares, each of these shares will be exchanged for one share of our common stock immediately prior to completion of the merger, and, upon completion of the merger, you will have the right to receive $180 in cash in exchange for these 180 Connect shares, less any applicable withholding tax. If the merger is not completed for any reason, then the exchangeable share redemption date shall not occur and no exchange with 1305699 Alberta ULC will take place.

This proxy statement, and the documents to which we refer you in this proxy statement, include forward-looking statements based on estimates and assumptions. There are forward-looking statements throughout this proxy statement, including, without limitation, under the headings “Summary,” “Questions and Answers about the Special Meeting and the Merger,” “The Merger” and in statements containing words such as “believes,” “estimates,” “anticipates,” “continues,” “contemplates,” “expects,” “may,” “will,” “could,” “should” or “would” or other similar words or phrases. These statements, which are based on information currently available to us, are not guarantees of future performance and may involve risks and uncertainties that could cause our actual growth, results of operations, performance and business prospects, and opportunities to materially differ from those expressed in, or implied by, these statements. These forward-looking statements speak only as of the date on which the statements were made and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statement included in this proxy statement or elsewhere. In addition to other factors and matters contained or incorporated in this document, these statements are subject to risks, uncertainties, and other factors, including, among others:

180 Connect is one of North America’s largest providers of installation services to the home entertainment, communications, enterprise data and home integration service industries. 180 Connect has over 4,000 employees in 85 branch locations conducting over 10,000 installations and service calls a day. We operate a fleet of company-owned and leased vehicles ensuring a professional image and timely arrival at the customer site. 180 Connect’s principal U.S. markets for its services are the home entertainment and communications, enterprise data, and home integration service industries. These industries complement our technical workforce, 85 branch locations, and our systems and infrastructure.

Our principal executive offices are located at, and our mailing address is, 6501 East Belleview Avenue, Englewood, Colorado 80111, and our telephone number at that address is (303) 395-6001.

DIRECTV Enterprises, LLC, or DirecTV, is a wholly-owned subsidiary of DIRECTV Holdings LLC which, in turn, is a wholly-owned subsidiary of The DIRECTV Group, Inc. DIRECTV Holdings LLC and its subsidiaries, which we refer to collectively as DIRECTV U.S., acquire, promote, sell and distribute digital entertainment programming via satellite to residential and commercial subscribers. DIRECTV U.S. is the largest provider of direct-to-home, or DTH, digital television services and the second largest provider in the multi-channel video programming distribution, or MVPD, industry in the United States. As of March 31, 2008, DIRECTV U.S. had approximately 17.0 million subscribers.

DTV HSP Merger Sub is a direct wholly-owned subsidiary of DirecTV formed solely for the purpose of facilitating the merger. DTV HSP Merger Sub is a Delaware corporation. The address of its principal executive offices is 2230 E. Imperial Highway, El Segundo, California 90245 and the telephone number at that address is (310) 964-5000.

We are furnishing this proxy statement to our stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting to be held at the offices of McDermott Will & Emery LLP at 340 Madison Avenue, New York, New York 10173 at 9:00 a.m. local time, on July 8, 2008, or at any postponement or adjournment thereof.

At the special meeting, we will ask our stockholders entitled to vote their shares to adopt the merger agreement (and to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies). Our stockholders must approve and adopt the merger agreement in order for the merger to occur. If the stockholders fail to approve and adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A. Our board of directors has unanimously determined that the merger is fair to, and in the best interests of, 180 Connect and our stockholders, declared the merger agreement advisable and approved the merger agreement and the other transactions contemplated by the merger agreement. The board of directors of 180 Connect unanimously recommends that 180 Connect’s stockholders vote “FOR” the adoption of the merger agreement.

Only holders of record of our shares at the close of business on June 4, 2008, the record date, are entitled to notice of and to vote at the special meeting. Holders of record of our exchangeable shares at the close of business on the record date are entitled to notice of the special meeting and are entitled to instruct the trustee, as holder of the Special Voting Share, to vote the Special Voting Share at the special meeting. The Special Voting Share has the right to cast a number of votes equal to the number of then-outstanding exchangeable shares but will only cast a number of votes equal to the number of exchangeable shares as to which it has received voting instructions from the owners of record of those exchangeable shares on the record date.

On the record date, approximately 24,866,324 shares of our common stock were outstanding and entitled to vote and approximately 1,368,690 exchangeable shares were outstanding and entitled to instruct the trustee to vote the Special Voting Share. A quorum will be present at the special meeting if a majority of our shares outstanding and entitled to vote on the record date are represented in person or by proxy. In the event that a quorum is not present at the special meeting, it is expected that the meeting will be adjourned or postponed to solicit additional proxies. Holders of record of our common stock on the record date are entitled to one vote per share at the special meeting on the proposal to adopt the merger agreement. Holders of record of our exchangeable shares on the record date are entitled to instruct the trustee to cast one vote per exchangeable share through the Special Voting Share at the special meeting on the proposal to adopt the merger agreement.

The approval and adoption of the merger agreement requires the affirmative vote of a majority of the votes entitled to be cast by the holders of our shares outstanding on the record date. If a holder of our common stock abstains from voting or does not vote, either in person or by proxy, it will effectively count as a vote against the approval and adoption of the merger agreement. If a holder of our exchangeable shares abstains from instructing the trustee from voting or does not instruct the trustee to vote, either in person or by proxy, it will effectively count as a vote against the approval and adoption of the merger agreement.

In connection and concurrently with the execution of the merger agreement, the voting agreement stockholders, who owned collectively as of the record date 4,623,565 shares of our common stock, or approximately 18.8% of the issued and outstanding shares of common stock, entered into voting agreements with DirecTV. Pursuant to the voting agreements, the voting agreement stockholders agreed, among other things, to vote all shares of 180 Connect common stock held by them at the time of the special meeting for the approval and adoption of the merger agreement at the special meeting. See “Voting Agreements.”

All shares represented by properly executed proxies received in time for the special meeting will be voted at the special meeting in the manner specified by the holders. Properly executed proxies that do not contain voting instructions will be voted “FOR” the approval and adoption of the merger agreement.

Shares of our common stock represented at the special meeting but not voting, including shares of our common stock for which proxies have been received but for which stockholders have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Exchangeable shares represented by properly executed instructions to the trustee to vote the Special Voting Share received in time for the special meeting will be voted at the special meeting in the manner specified by the holders of the exchangeable shares.

Exchangeable shares represented at the special meeting by the trustee but not instructing the trustee to vote the Special Voting Share, including exchangeable shares for which instructions have been received by the trustee but for which holders of exchangeable shares have abstained, will be treated as present at the special meeting for purposes of determining the presence or absence of a quorum for the transaction of all business.

Only shares affirmatively voted “FOR” the approval and adoption of the merger agreement, including properly executed proxies that do not contain voting instructions, will be counted as favorable votes for that proposal. If a holder of our common stock abstains from voting or does not execute a proxy, it will effectively count as a vote “AGAINST” the approval and adoption of the merger agreement. Brokers who hold shares of our common stock in street name for customers who are the beneficial owners of such shares are not permitted to give a proxy to vote those customers’ shares in the absence of specific instructions from those customers. These non-voted shares will effectively count as votes “AGAINST” the approval and adoption of the merger agreement. Holders of exchangeable shares that do not instruct the trustee to vote the Special Voting Share will effectively count as votes “AGAINST” the approval and adoption of the merger agreement.

The persons named as proxies by a stockholder may propose and vote for one or more adjournments of the special meeting, including adjournments to permit further solicitations of proxies.

We do not expect that any matter other than the proposal to adopt the merger agreement will be brought before the special meeting. If, however, our board of directors properly presents other matters, the persons named as proxies will vote in accordance with their judgment as to matters that they believe to be in the best interests of the stockholders.

Proxies received at any time before the special meeting, and not revoked or superseded before being voted, will be voted at the special meeting. The grant of a proxy on the enclosed form of proxy does not preclude a stockholder from voting in person at the special meeting. A stockholder may revoke a proxy at any time prior to its exercise by:

Although it is not currently expected, the special meeting may be adjourned or postponed for the purpose of soliciting additional proxies. Any adjournment may be made without notice (if the adjournment is not for more than thirty days or if after the adjournment no new record date is fixed), other than by an announcement made at the special meeting of the time, date and place of the adjourned meeting. Whether or not a quorum exists, holders of a majority of the combined voting power of the Company’s common stock represented in person or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting. Any signed proxies received by the Company which do not include voting instructions regarding an adjournment of the special meeting will be voted “FOR” an adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies. Any adjournment or postponement of the special meeting for the purpose of soliciting additional proxies will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting as adjourned or postponed.

Holders of shares of our common stock are entitled to statutory appraisal rights under Delaware law in connection with the merger. This means that you are entitled to have the value of your shares determined by the Delaware Court of Chancery and to receive payment based on that valuation. The ultimate amount you receive as a dissenting stockholder in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the merger agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the merger agreement and you must not vote in favor of the approval and adoption of the merger agreement. Your failure to follow exactly the procedures specified under Delaware law will result in the loss of your appraisal rights. See “Appraisal Rights” and the text of the Delaware appraisal rights statute reproduced in its entirety as Annex D.

Holders of exchangeable shares will not be able to exercise appraisal rights in accordance with the DGCL unless such holders exchanged their exchangeable shares for shares of common stock before the vote is taken on the merger agreement and have complied with provisions of the DGCL as described herein.

This proxy solicitation is being made and paid for by the Company on behalf of its board of directors. In addition, we have retained The Altman Group to assist in the solicitation. We will pay The Altman Group approximately $6,500 plus reasonable out-of-pocket expenses for their assistance. Our directors, officers and employees may also solicit proxies by personal interview, mail, e-mail, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. We will also request brokers and other fiduciaries to forward proxy solicitation material to the beneficial owners of shares of the Company’s common stock that the brokers and fiduciaries hold of record. Upon request, we will reimburse them for their reasonable out-of-pocket expenses. In addition, we will indemnify The Altman Group against any losses arising out of that firm’s proxy soliciting services on our behalf.

If you have additional questions about the merger, need assistance in submitting your proxy or voting your shares, or need additional copies of this proxy statement or the enclosed proxy card, please contact the Company’s Chief Legal Officer at 6501 East Belleview Avenue, Englewood, Colorado 80111, or The Altman Group, our proxy solicitor, at 1200 Wall Street West, 3rd Floor, Lyndhurst, New Jersey 07071, toll-free telephone (866) 207-2356.

The following discussion summarizes the material terms of the merger. Stockholders should read the merger agreement, which is attached as Annex A to this proxy statement.

In late August 2007, shortly after the closing of the arrangement transaction between the Company (formerly known as Ad.Venture Partners, Inc.) and 180 Connect Inc. (a Canadian corporation), the Company engaged William Blair & Co. to assist it in a proposed refinancing of the Company’s credit facilities. At the time, the Company hoped to reduce the interest rate on its secured indebtedness, and to provide it with additional availability for ordinary course operations and potential acquisition transactions.

However, due to several factors, among other things, (i) a higher than anticipated percentage of stockholders of Ad.Venture Partners, Inc. voting against the arrangement and electing to convert their shares into cash, (ii) a principal repayment being required to be paid to our senior lender, (iii) the acceleration and redemption of our convertible notes by the holders thereof, and (iv) significant costs incurred in connection with the arrangement, the net proceeds from the arrangement transaction were less than anticipated, and accordingly, the Company’s cash position following the arrangement was not as strong as had been anticipated. As such, any refinancing would need to provide sufficient availability to address potential cash flow shortfalls. In addition, the Company sought to include its shares for listing on The Nasdaq Stock Market and American Stock Exchange, but due to the declining share price of our common stock the minimum listing requirements of these exchanges were not satisfied and the Company’s shares remained traded on the OTC Bulletin Board.

Subsequently, the Company retained a second financial advisor to assist it in its refinancing efforts. The Company also considered an equity financing, but determined that due to the Company’s weakened stock price, the effect of such a financing would result in unacceptable dilution to the existing stockholders and would further depress the Company’s stock price.

From September 2007 through February 2008, the Company negotiated with numerous parties in connection with the refinancing of its debt facilities. The Company had limited success in attracting prospective lenders, in large part because of (i) the significant deterioration in the credit markets during such period, (ii) the weakening of the U.S. economy and its potential impact on the Company’s operations, (iii) the Company’s customer concentration with DIRECTV U.S., (iv) the ability of DIRECTV U.S. to cancel some or all of its business with the Company under its home service provider (“HSP”) agreement with the Company, (v) the Company’s history of operating losses and its lack of material free cash flow, and (vi) the Company’s predominately low margin business. After negotiating several proposals and term sheets it received from prospective lenders, the Company concluded that none of the proposed refinancing options would fully meet the Company’s financing needs and each of them would likely result in an increase in the Company’s borrowing costs and significant dilution to the Company’s existing stockholders.

The Company also held discussions with its current senior lender, pursuant to which the Company sought to modify the terms of its existing credit facilities, but ultimately the current lender was unwilling to lend the Company additional funds or to modify the terms of its credit facilities unless the Company would agree to prepay a significant portion of the current credit facility. Absent entering into a new credit facility with a third party or obtaining a capital infusion, the Company determined that it would be unable to reach an agreement with its current lender to modify the terms of its credit facilities.

On November 7, 2007, Mr. Peter Giacalone, our chief executive officer, spoke about the Company at an investor conference hosted by SMH Capital Inc., which we refer to as SMH Capital. At the conference, Mr. Giacalone spoke with a representative of SMH Capital that had advised UniTek USA, LLC, which we refer to as UniTek, in connection with its sale to an affiliate of HM Capital Partners LLC, which we refer to as HM Capital, in September 2007. Like the Company, UniTek, among other activities, provides installation services to DirecTV and various cable companies. During their conversation, the SMH Capital representative suggested the possibility that UniTek might have an interest in pursuing a going private transaction with the

On December 11, 2007, a representative of HM Capital telephoned Mr. McCarthy and informed him of HM Capital’s investment in UniTek and UniTek’s interest in a possible strategic transaction with the Company. Mr. McCarthy responded to the representative of HM Capital that any strategic transaction with the Company would have to reflect a significant premium to the current trading price per share because the Company was not being properly valued by the public market.

On December 18, 2007, the board of directors held its regularly scheduled meeting to discuss the operations and business of the Company. In response to reports from management regarding its lack of success regarding refinancing the Company and weaker than expected financial results, including disappointing results in the Company’s network services and structured home wiring business, the board discussed strategic alternatives in the event that the refinancing effort was not successful, including equity issuances, sale and “going-private” transactions. The board heard from Messrs. McCarthy and Giacalone about the contacts they had with SMH Capital, HM Capital, and UniTek. The board made no definitive decision to pursue any specific strategic alternative, but it did unanimously approve of management continuing general discussions with respect to a potential transaction involving the Company.

On December 19, 2007, Mr. Giacalone and two other board members met with SMH Capital in SMH Capital’s New York offices to learn more about SMH Capital’s industry background and capabilities, and to generally explore what interest there might be in the marketplace regarding a transaction concerning the Company, including the possible interest of UniTek.

Between December 19, 2007 and January 4, 2008, Mr. Giacalone had several telephonic discussions with representatives of HM Capital and UniTek regarding the Company. The topics of these discussions included the Company’s performance though the third quarter of 2007, its debt and earnings performance, fuel costs, its network services and home structured wiring businesses, and the Company’s customer satisfaction and quality service awards. In these discussions, Mr. Giacalone expressed his opinion that, in order to have a chance for success, any offer for the Company would have to reflect a significant premium to the current trading price per share because the Company was not being properly valued by the public market.

On January 4, 2008, UniTek entered into a confidentiality and standstill agreement with the Company requiring UniTek and its affiliates to, among other things, maintain as confidential information all non-public evaluation material furnished to them about the Company either before or after the date of such agreement.

On January 7, 2008, Mr. Giacalone, another 180 Connect board member, and a representative of SMH Capital met with representatives of HM Capital and UniTek in Las Vegas, Nevada during the annual Consumer Electronics Show and discussed, among other things, the Company’s capital structure, its stockholder composition, the proposal process and what matters should be covered in any proposal letter concerning an offer for the Company, and possible valuations. Mr. Giacalone again reiterated his opinion that any offer needed to reflect a significant premium to the current stock price. The representatives of HM Capital and UniTek indicated that the board of directors could expect to receive a proposal letter from UniTek concerning an offer to acquire the Company.

On January 8 and 9, 2008, Mr. Giacalone had several discussions with a representative of HM Capital and UniTek concerning the Company and a proposal letter being prepared by UniTek concerning an offer to acquire the Company. When informed that the offer was likely to be in the range of $1.75 to $2.00 per share (subject to due diligence and other conditions), Mr. Giacalone informed the HM Capital and UniTek representative that, in his opinion, if any offer was to have any chance of acceptance by the Company’s board and stockholders, the low point of any range of purchase price could not be less than $2.00 per share.

On January 10, 2008, the Company received a proposal letter from UniTek containing an offer to acquire all of the outstanding capital stock of the Company for cash at a purchase price per share in the range of $1.75 to $2.00 (the “Initial UniTek Proposal Letter”). The Initial UniTek Proposal Letter also, among other things, required the Company to negotiate exclusively with UniTek for 45 days (other than with respect to refinancing alternatives), permitted UniTek to seek approval by DIRECTV U.S. of the proposed transaction

On January 13, 2008, the board of directors met telephonically to discuss the Initial UniTek Proposal Letter. The board also heard from McDermott Will & Emery, referred to as McDermott, the Company’s outside corporate counsel, regarding Delaware law issues in connection with a sale of the Company, including the need to include a provision in the Initial UniTek Proposal Letter that would allow the Company to do a “market check” before or after a definitive agreement was executed with respect to the proposed transaction. SMH Capital joined the meeting and stated, among other things, that, based on its experience, there may be a limited universe of prospective strategic or growth-oriented acquirers for the Company because of, among other things, the Company’s DIRECTV U.S. customer concentration and the Company’s need to expedite any due diligence process because of its urgent refinancing needs. Upon receiving advice from SMH Capital and McDermott, the board formed a special committee comprised of independent directors to hire a financial advisor and to evaluate the Initial UniTek Proposal Letter and any other strategic transaction alternatives for the Company. Mr. Giacalone advised the special committee members of the terms of a draft engagement letter from SMH Capital to act as financial advisor to the special committee and delivered the draft letter to them for their consideration.

On January 15, 2008, the special committee of the board met telephonically and agreed to commence an interview process in order to engage an investment bank to represent the special committee in negotiations with UniTek and to target additional potential purchasers regarding a strategic transaction with the Company.

On January 16, 2008, a representative of SMH Capital presented his views on the UniTek offer to the special committee and discussed SMH Capital’s prior experience in advisory transactions of this nature. On January 17, 2008, the special committee held further meetings and discussions with other investment banks to evaluate which investment bank it should engage and to determine the scope of the engagement.

On January 18, 2008, the special committee recommended to the board of directors that SMH Capital be engaged as the Company’s financial advisor and on the same day the full board approved the engagement of SMH Capital. The board also evaluated its response to the Initial UniTek Proposal Letter and determined to propose to enter into an exclusivity arrangement with UniTek, provided that, among other things, UniTek agreed to increase the purchase price to a range of $2.00 to $2.25 per share.

Between January 18, 2008 and January 24, 2008, SMH Capital, as authorized by the board of directors, conducted a “market check,” whereby, SMH Capital contacted 38 parties, five of whom signed confidentiality and standstill agreements and received descriptive materials related to the Company. None of these parties ultimately submitted an offer to acquire the Company.

Between January 18, 2008 and January 22, 2008, our senior management and our legal and financial advisors engaged in negotiations with representatives of HM Capital and UniTek regarding the Initial UniTek Proposal Letter.

On January 22, 2008, the Company received an unsolicited letter of intent from Creative Vistas, Inc., which we refer to as CVAS, containing, among other things, CVAS’s offer to acquire all of the outstanding capital stock of the Company for a purchase price per share which CVAS valued at $2.75, payable in shares of CVAS common stock, with a maximum aggregate purchase price value of $60 million and an offer by CVAS to provide up to $12 million of secured financing independent of the proposed acquisition. The letter also provided that the Company enter into exclusivity with CVAS for a period of due diligence and that the definitive acquisition agreement would contain a “no-shop” provision which would restrict the Company from seeking additional offers, subject to a “fiduciary out” for any superior proposals. In the letter, CVAS informed the Company that it had acquired approximately 10% of the Company’s common stock.

On January 23, 2008, the special committee met telephonically, with the other members of the board present, to analyze the CVAS offer. SMH Capital presented its analysis of the CVAS offer, including an analysis of the value of the CVAS proposal and whether the trading price of its stock represented its true equity value, as well as an analysis of the liquidity of the stock. SMH Capital also advised the special committee that CVAS had refused to enter into a non-disclosure agreement which contained a standstill

On January 24, 2008 the Company received and executed a revised proposal letter from UniTek that, among other things, increased the purchase price offered to a range of $2.00 to $2.25 per share and required that the Company enter into exclusive discussions with UniTek. Also on January 24, 2008, as authorized by the board, SMH Capital informed CVAS that the Company was entering into exclusive negotiations with another party regarding a transaction.

On January 25, 2008, CVAS publicly announced its acquisition of approximately 10% of the Company’s common stock from Laurus Master Fund, Ltd., the Company’s senior lender, and certain of its affiliates. In its Schedule 13D filed on February 1, 2008, CVAS stated that it would consider a possible acquisition or financing transaction with the Company.

On January 30, 2008, the board met telephonically to discuss the status of negotiations with the Company’s existing lender and other potential financing sources. On January 31, 2008, the special committee met to discuss the status of the negotiations with UniTek. SMH Capital reported that UniTek’s due diligence of the Company had commenced.

Between January 31, 2008 and February 4, 2008, members of our management met in person with representatives of HM Capital and UniTek to prepare materials for presentation to DIRECTV U.S. in order to obtain the approval of DIRECTV U.S. of the proposed transaction between UniTek and the Company.

On February 5, 2008, Mr. Giacalone met with representatives of HM Capital, UniTek and DIRECTV U.S. in order to discuss obtaining approval from DIRECTV U.S. of the proposed transaction between UniTek and the Company. Mr. Giacalone subsequently reported to the board of directors that, during such discussions, DIRECTV U.S. had conveyed its strategic interest in owning and operating a meaningful percentage of DIRECTV U.S.’s home service provider installation services, and it was his understanding that this would include certain markets in which the Company performed installation services for DIRECTV U.S. DIRECTV U.S. expressed an interest in possibly acquiring certain of the Company’s markets as part of the proposed transaction between UniTek and the Company.

On February 6, 2008, the board met telephonically to discuss the refinancing efforts and further negotiations with its existing lender regarding the terms of its current financing. The board also discussed the various alternatives open to the Company if acceptable financing terms could be reached with its existing lender or other prospective financing sources, including the continued operation of the Company, as well as the alternative of selling only certain parts of the Company’s business and retaining other lines of business. In addition, the board discussed the meeting between UniTek, HM Capital, DIRECTV U.S. and Mr. Giacalone, and Mr. Giacalone described to the board the expressed interest of DIRECTV U.S. in becoming an owner-operator and entering into the home service provider, or HSP, business in certain markets. Management and counsel also discussed with the board the due diligence meetings with UniTek, and updated the board regarding the status of certain litigation matters involving the Company.

On February 12, 2008, SMH Capital reported to the special committee that UniTek and DIRECTV U.S. had discussions regarding the transaction and that, in the event a transaction was consummated between the Company and UniTek, it was contemplated that DIRECTV U.S. would acquire from UniTek a meaningful percentage of the Company’s satellite installation services. The special committee discussed whether direct discussions could be initiated with DIRECTV U.S. to determine their interest in a possible transaction with the Company that did not include UniTek, but the committee was advised that the Company was restricted from directly discussing a possible transaction with DIRECTV U.S. due to its exclusivity obligation to UniTek.

On February 13, 2008, the Company received a revised letter of intent from CVAS containing, among other things, CVAS’s revised offer to acquire all of the outstanding capital stock of the Company for a purchase price per share which CVAS valued at $3.00, one-half of which would be paid in cash and one-half of which would be paid in shares of CVAS common stock, up to a maximum purchase price of $78.6 million. The CVAS revised letter of intent also contained the offer by CVAS to provide up to $12 million of secured financing independent of the proposed acquisition. Because of its exclusivity obligation to UniTek, the Company was precluded from responding to the revised CVAS proposal.

Between February 6, 2008 and February 20, 2008, representatives of DIRECTV U.S., HM Capital, UniTek and the Company had several separate discussions with each other concerning various aspects of the proposed UniTek acquisition of the Company. During one such discussion on February 13, 2008, representatives of HM Capital and UniTek informed Mr. Giacalone that it had been told by DIRECTV U.S. that DIRECTV U.S. wanted to own and operate a meaningful percentage of DIRECTV U.S.’s home service provider installation services and that it was interested in acquiring 100% of the Company. As part of such proposed acquisition, DIRECTV U.S. would sell to UniTek certain assets of the Company, including the Company’s cable business and certain of the Company’s DIRECTV U.S. markets. UniTek agreed to the revised transaction proposals with DIRECTV U.S. and also agreed to permit the Company to evaluate a proposal from DIRECTV U.S. to acquire the Company.

On February 21, 2008, the Company received a proposal letter from The DirecTV Group, Inc. containing, among other things, an offer to acquire all of the outstanding capital stock of the Company for cash at a purchase price per share in the range of $2.00 to $2.25 (the “Initial DirecTV Proposal Letter”).

On February 22, 2008, the special committee met to discuss the Initial DirecTV Proposal Letter. On the same day, the full board also met to discuss the change in the proposed sale structure from UniTek to DIRECTV U.S. SMH Capital also advised that DIRECTV U.S would be willing, as part of its offer, to adjust certain terms under the Company’s HSP agreements with DIRECTV U.S., which adjustments could reduce the Company’s urgency to refinance its indebtedness in the near term. The board considered whether it would be possible to solicit other prospective buyers for the Company or for the portions of the Company proposed to be acquired by UniTek from DIRECTV U.S., but William Blair reported that it believed any such sale would be difficult to achieve, if other potential buyers understood that DIRECTV U.S. intended to enter the HSP market. In addition, SMH Capital and members of senior management reported that DIRECTV U.S. had informed them that the offer by The DirecTV Group, Inc., would be put at risk if the Company sought to terminate its exclusivity with UniTek without immediately entering into exclusivity with DIRECTV U.S. At the February 22nd meeting, the board also evaluated the status of the revised CVAS offer and the status of the other refinancing options. The board considered whether it needed to engage in conversations with CVAS before entering into exclusivity with DIRECTV U.S. William Blair advised the directors that senior management had indicated its belief that DIRECTV U.S. would ultimately determine which entities would provide it with installation services, and that, in management’s view, it was unlikely that DIRECTV U.S. would continue as a customer of the Company if an entity with no prior history as a DIRECTV U.S. home service provider acquired the Company. The board instructed SMH Capital to conduct further analysis of the revised CVAS offer, but prohibited any direct contact or other action with respect to CVAS because of the above-referenced potential risk to the DIRECTV U.S. transaction.

At a telephonic meeting of the special committee held on February 24, 2008, the special committee further reviewed the Initial DirecTV Proposal Letter and instructed SMH Capital on particular provisions to be negotiated relating to price, exclusivity, timeline for execution of definitive documents and interim financing arrangements.

Between February 22, 2008 and February 28, 2008, our senior management and our legal and financial advisors engaged in negotiations with representatives of DIRECTV U.S. regarding certain provisions of the Initial DirecTV Proposal Letter unrelated to the purchase price.

On February 25, the special committee was presented with an updated financial analysis of the CVAS offer by SMH Capital which also recounted that CVAS had not executed a non-disclosure and standstill agreement. The special committee determined that the equity portion of the CVAS offer was potentially

On February 26, the special committee met again to obtain feedback from the financial advisors regarding the negotiations with DIRECTV U.S.. The financial advisors and senior management reported that DIRECTV U.S. had made clear that it intended to enter into the HSP business and that it would pursue other alternatives to implement this strategic decision if the Company did not enter into a transaction with DIRECTV U.S. The special committee agreed on specific proposed changes to the Initial DirecTV Proposal Letter and instructed management to deliver the revised letter with such proposed changes.

On February 29, 2008, the Company received and subsequently executed a revised proposal letter from The DIRECTV Group, Inc., that contained the same range of purchase price of $2.00 to $2.25 per share contained in the Initial DirecTV Proposal Letter, but also contained an agreement of DIRECTV U.S. to adjust certain terms of its payment and equipment vendor arrangements with the Company under the Company’s HSP agreements with DIRECTV U.S., which adjustments when formalized between the parties in a letter agreement dated March 10, 2008, reduced the Company’s urgency to refinance its indebtedness in the near term. Also on February 29, 2008, the Company and UniTek mutually agreed to terminate their exclusive arrangement under the UniTek proposal letter executed on January 24, 2008. On March 3, 2008, The DIRECTV Group, Inc. and the Company amended the February 29, 2008 DirecTV proposal letter to reflect certain mutually agreed upon immaterial amendments.

From March 3, 2008 to April 9, 2008, DIRECTV U.S. conducted due diligence on the Company.

On March 15, 2008, the Company received a draft merger agreement from DirecTV, which among other things, proposed a deal structure which was contingent upon the closing of an asset sale and exchange transaction between DirecTV and UniTek. This structure was rejected by the Company and ultimately deleted in subsequent negotiations. From March 15, 2008 to April 16, 2008, our senior management and outside legal counsel were engaged in negotiations with representatives of DirecTV regarding the merger agreement, including preparation of the related disclosure schedules.

On March 18, 2008, the special committee met to discuss open issues on the transaction and the negotiation of definitive agreements with DirecTV. McDermott described the merger agreement in detail to the members of the special committee and highlighted the issues which were still being negotiated with DirecTV, which were principally the voting agreements, the definition of material adverse effect, the requirement that the Company “force the vote” at a stockholders’ meeting, the no-shop provision, and the termination fees. The special committee determined to have a full board meeting to discuss the transaction issues before further negotiating the merger agreement.

On March 20, 2008, the board met telephonically and McDermott reviewed the material issues still being negotiated in the proposed merger agreement. SMH Capital and Mr. Giacalone informed the special committee that DirecTV had still not provided a firm purchase price. Mr. Westberg then gave a brief summary of the accommodations DIRECTV U.S. had made to its vendor terms with the Company which had a positive effect on the Company’s cash management efforts. William Blair reported on the status of its work in connection with its proposed fairness opinion.

On March 26, 2008, the special committee met telephonically and McDermott and SMH Capital reviewed the material issues still being negotiated in the proposed merger agreement and the status of management’s and McDermott’s work on the disclosure schedules to the merger agreement.

On April 1, 2008, Mr. Giacalone received a telephone call from a representative of DirecTV informing him that the Company should expect a revised proposal letter from The DIRECTV Group, Inc. whereby DirecTV would be reducing its offer to acquire the Company to $1.60 per share as a result of certain adverse findings from DirecTV’s and its advisor’s due diligence examination of the Company. The revised letter was ultimately delivered on April 9, 2008.

On April 2, 2008, the special committee met telephonically and SMH Capital and Mr. Giacalone summarized the recent discussions with DirecTV regarding a possible $1.60 per share purchase price due to certain adverse due diligence findings, and Mr. Giacalone reviewed the actions taken and to be taken by senior management in an effort to rebut such findings. Mr. Giacalone also reported that he understood that DirecTV was still negotiating the purchase price for its proposed transaction with UniTek. Certain board members in attendance expressed doubt about the Company’s ability to obtain stockholder voting agreements required by DirecTV and the ability to achieve a majority stockholder vote for a transaction with a purchase price of less than $2.00 per share.

Between April 1, 2008 and April 3, 2008, our senior management and outside legal counsel were engaged in negotiations with representatives of DirecTV in an effort to address the adverse due diligence concerns reported by DirecTV, including negotiations in person with DirecTV representatives on April 3, 2008.

On April 8, 2008, the special committee met telephonically and SMH Capital and Mr. Giacalone summarized the recent discussions with DirecTV representatives regarding purchase price, including discussions that suggested DirecTV might be planning to increase its offer to $1.80 per share. SMH Capital and Mr. Giacalone reported that despite management’s belief that it had addressed many of DirecTV’s adverse due diligence concerns, DirecTV did not appear to be willing to offer more than $1.80 per share. Mr. Giacalone also reported that he understood that DirecTV was still negotiating the purchase price for its proposed transaction with UniTek. He also reviewed, generally, the Company’s business, financial condition and results of operations, and some of the economic and market conditions adversely affecting the Company and the risks that would be involved if the Company was to remain independent, including the risk of not being able to refinance the Company’s debt on acceptable terms.

On April 9, 2008, the Company received a revised proposal letter from The DIRECTV Group, Inc. that contained, among other things, an offer to acquire the Company for $1.80 per share and an extension of the exclusivity period to April 18, 2008.

On April 10, 2008, the board met telephonically and SMH Capital summarized the recent discussions with DirecTV regarding the revised purchase price of $1.80 per share, including that, after several calls between members of the special committee and SMH Capital, the special committee authorized SMH Capital to respond to DirecTV that the board required a purchase price of $2.00 per share or it would need DirecTV to reduce its requested termination fee and permit the Company to solicit acquisition proposals from third parties for a period following execution of the merger agreement. McDermott discussed the other material issues still being negotiated in the proposed merger agreement and provided a general description of the go-shop provision which the Company would request from DirecTV and compared it to the “fiduciary out” provisions already in the proposed merger agreement.

On April 11, 2008, the special committee met telephonically and senior management summarized the projected adverse impact on the Company’s business, financial condition and results of operation, both short and long-term, should the board reject DirecTV’s offer and the Company remain independent. Among other possible factors likely to adversely affect the Company, senior management cited the substantial risk of loss of a material portion of DIRECTV U.S. business in certain geographic areas served by the Company, rising fuel prices, rising costs associated with defending pending class action claims, and continuing deterioration in the credit markets that would not only further hinder management’s efforts to refinance the Company on acceptable terms, but would also continue to adversely affect customers of the Company’s network services and structured wiring businesses. Senior management also reviewed the cost reductions efforts made to date. SMH Capital then reported that DirecTV had indicated that the Company should expect a revised proposal that would, among other things, contain a $1.80 per share purchase price, provide the Company with a limited “go-shop” period after execution of the merger agreement, address the termination fee issue and require the

On April 13, 2008, the special committee met telephonically and SMH Capital and McDermott reviewed the revised proposal delivered by DirecTV and the recent discussions with DirecTV related thereto. SMH Capital reported that certain termination fee and related expense reimbursement issues were still being negotiated, but that the special committee should expect the aggregate amount of termination fee and expense reimbursement in the final merger agreement to be $2.5 million, as set forth in the revised proposal. SMH Capital then summarized what process would be undertaken by SMH Capital during the go-shop period. The special committee then authorized senior management to agree to the terms of the proposal and to work with the committee’s legal and financial advisors to finalize the merger agreement consistent therewith.

On April 13, 2008, the Company conveyed to the The DirecTV Group, Inc. that it agreed to the terms of the revised proposal from The DIRECTV Group, Inc. regarding the purchase price of $1.80 per share, an agreement of DirecTV to include in the merger agreement the unlimited right of the Company to solicit competing offers for the Company for a period of 30 days following the parties’ execution of the merger agreement and an extension of the exclusivity period through April 18, 2008.

On April 17, 2008, the special committee and the board, jointly, met telephonically and McDermott reviewed with the special committee the terms of the proposed merger agreement. Representatives of William Blair presented to the special committee its financial analysis of the proposed transaction and delivered its oral opinion to the special committee, and subsequently confirmed in writing that, as of April 17, 2008 and based upon and subject to the factors and assumptions set forth therein, the $1.80 in cash per share to be received by the Company’s stockholders pursuant to the merger agreement was fair, from a financial point of view, to such holders. Following a thorough and extensive discussion involving members of the special committee and the board, (i) the special committee unanimously proposed and recommended that the board adopt and approve the merger agreement, the merger and the other transactions contemplated thereby , and (ii) the board determined that the merger was fair and in the best interest of the Company’s stockholders, unanimously approved the merger agreement, the merger and the other transactions contemplated by the merger agreement, resolved to recommend that the Company’s stockholders vote to adopt the merger agreement and authorized its executive officers to execute and deliver the merger agreement subject to finalizing and resolving any open issues on the merger agreement.

Thereafter, during the evening of April 17, 2008, representatives of the Company and its advisors and representatives of DirecTV and its advisors had several discussions to finalize the merger agreement and the exhibits and schedules thereto and other related transaction documents. Early in the morning on April 18, 2008, the Company, DirecTV and DTV HSP Merger Sub executed and delivered the merger agreement and publicly announced the signing of the merger agreement. Concurrently with the execution of the merger agreement, DirecTV and the Company’s stockholders party to voting agreements executed and delivered the voting agreements.

In a separate transaction to which the Company is not a party, on April 18, 2008, DTV HSP Merger Sub entered into an asset purchase and exchange agreement with UniTek pursuant to which DTV HSP Merger Sub agreed to sell, upon the consummation of the merger, the Company’s cable services business and its satellite installation services business in specified markets to UniTek in exchange for certain of UniTek’s satellite installation services in specified markets and a cash payment.

From April 18, 2008 to April 27, 2008, SMH Capital contacted third parties to solicit them to submit competing offer proposals for the Company, in accordance with the terms of the “go-shop” provision of the merger agreement.

On April 27, 2008 the special committee met and SMH Capital and McDermott summarized an issue that had arisen as a result of an unsolicited request for information about the Company from Company A following the Company’s execution of the merger agreement. In accordance with applicable provisions of the merger agreement, the Company notified DirecTV of its intent to enter into a confidentiality and standstill agreement

On April 28, 2008, the special committee met telephonically and SMH Capital and McDermott explained that DirecTV was unwilling to change its position on discussions with and disclosures to Company A. Following a thorough and extensive discussion and deliberation, the special committee authorized SMH Capital to advise Company A that, because of contractual obligations to DirecTV concerning confidential information, the Company would be unable to provide Company A with any information, written or oral, concerning the Company and that Company A would have to determine whether it wanted to make an acquisition proposal to the Company based on publicly disclosed information about the Company. SMH Capital also advised the committee as to the status of the go-shop efforts, indicating, among other things, given that the Company had entered into a merger agreement with an affiliate of DIRECTV U.S., the Company’s major customer, there was limited interest by other parties in considering a transaction with the Company and that only one other party, Company B, had expressed an interest in receiving information about the Company and that Company B had executed a confidentiality and standstill agreement in connection therewith.

On May 1, 2008, the board met telephonically and SMH Capital informed the board that to date it had contacted 25 parties in connection with its solicitation efforts on behalf of the Company under the go-shop provision, with only one party, Company B, requesting information and executing the required confidentiality and standstill agreement. SMH Capital and McDermott then explained matters dealt with and resolved in connection Company A’s unsolicited expression of interest, with SMH Capital reporting that, upon notification, Company A understood the confidentiality restrictions imposed upon the Company and that Company A would have to rely on existing public information concerning the Company if it wanted to proceed further. SMH Capital also reported that it had several calls and an in-person meeting with representatives of CVAS and that it appeared to SMH Capital that CVAS was not interested in offering a competing proposal to acquire the Company. At the time of the expiration of the solicitation period under the go-shop provision, there were no competing offers submitted to the Company.

In reaching its determination that the merger is advisable and in the best interests of our stockholders, our board of directors consulted with senior management, legal counsel and financial advisors. The following describes material reasons, factors and information taken into account by our board of directors in deciding to approve and adopt the merger agreement and the transactions contemplated thereby and to recommend that our stockholders approve the merger agreement:

Our board of directors also considered a variety of risks and other potentially negative factors relating to the merger in its deliberations, including:

The foregoing discussion summarizes the material factors considered by our board of directors in its consideration of the merger. After considering these factors, our board of directors concluded that the positive factors relating to the merger agreement outweighed the negative factors. In view of the wide variety of factors considered by our board of directors, the board did not find it practicable to quantify or otherwise assign

After careful consideration, our board of directors, acting upon the unanimous recommendation of the special committee of the board of directors consisting of four independent directors, has unanimously determined that the merger is fair to, and in the best interests of, 180 Connect and our stockholders, declared the merger agreement advisable and approved the merger agreement and the other transactions contemplated by the merger agreement. ACCORDINGLY, THE BOARD OF DIRECTORS OF 180 CONNECT UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ADOPTION OF THE MERGER AGREEMENT AND “FOR” THE ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF THE PROPOSAL TO APPROVE THE MERGER AGREEMENT.

William Blair acted as financial advisor to 180 Connect in connection with the merger. As part of its engagement, 180 Connect requested that William Blair render an opinion as to whether the merger consideration to be paid by DirecTV was fair, from a financial point of view, to 180 Connect stockholders. On April 17, 2008, William Blair delivered its oral opinion to the special committee of the 180 Connect board of directors and subsequently confirmed in writing that, as of such date and based upon and subject to the assumptions and qualifications stated in its opinion, the merger consideration was fair, from a financial point of view, to 180 Connect stockholders.

The full text of William Blair’s written opinion, dated April 17, 2008, is attached as Annex C to this document and incorporated into this document by reference. We urge holders of 180 Connect common stock to read the entire opinion carefully to learn about the assumptions made, procedures followed, matters considered and limits on the scope of the review undertaken by William Blair in rendering its opinion. William Blair’s opinion relates only to the fairness, from a financial point of view, to 180 Connect stockholders of the consideration to be paid by DirecTV in the merger, does not address any other aspect of the proposed merger or any related transaction, and does not constitute a recommendation to any stockholder as to how that stockholder should vote with respect to the merger agreement or the merger. William Blair did not address the merits of the underlying decision by 180 Connect to engage in the merger. The following summary of William Blair’s opinion is qualified in its entirety by reference to the full text of the opinion.

William Blair provided the opinion described above for the information and assistance of the 180 Connect board of directors in connection with its consideration of the merger. The terms of the merger agreement and the amount and form of the merger consideration, however, were determined through negotiations between 180 Connect and DirecTV, and were approved by the 180 Connect board of directors. William Blair provided financial advice to 180 Connect during such negotiations. However, William Blair did not recommend any specific amount or form of consideration to 180 Connect, or that any specific amount or form of consideration constituted the only appropriate consideration for the proposed merger.

In connection with its opinion, William Blair, among other things:

William Blair also held discussions with members of the senior management of 180 Connect to discuss the foregoing, and took into account the accepted financial and investment banking procedures and considerations that it deemed relevant.

In rendering its opinion, William Blair assumed and relied, without independent verification, upon the accuracy, completeness and fair presentation of all the information reviewed by or discussed with William Blair for purposes of its opinion, including without limitation the Forecasts developed by the senior management of 180 Connect. William Blair’s opinion was conditional upon the accuracy, completeness and fair presentation of such information. William Blair did not make or obtain an independent valuation or appraisal of the assets, liabilities or solvency of 180 Connect or DirecTV. William Blair was advised by the senior management of 180 Connect that the Forecasts examined by William Blair were reasonably prepared on bases reflecting the best estimates then available and judgments of the senior management of 180 Connect. In that regard, William Blair assumed that (i) the Forecasts would be achieved in the amounts and at the times contemplated thereby, and (ii) all material assets and liabilities (contingent or otherwise) of 180 Connect were as set forth in 180 Connect’s financial statements or other information made available to William Blair. William Blair expressed no opinion with respect to the Forecasts or the estimates and judgments on which they were based. William Blair did not analyze any forecasts of 180 Connect for periods after 2012.

William Blair’s opinion did not address the relative merits of the merger as compared to any alternative business strategies that might exist for 180 Connect or the effect of other transactions in which 180 Connect might engage. William Blair’s opinion was based upon economic, market, financial and other conditions existing on, and other information disclosed to William Blair as of, April 17, 2008. Although developments subsequent to April 17, 2008 may affect its opinion, William Blair does not have any obligation to update, revise or reaffirm its opinion. William Blair relied as to all legal, accounting and tax matters on advice of advisors to 180 Connect, and assumed that the executed merger agreement would substantially conform to, and the merger would be consummated on, the terms described in the draft merger agreement reviewed by it, without any amendment or waiver of any material terms or conditions. William Blair was not requested to, and did not seek alternative participants for the merger.

William Blair did not express any opinion as to the price at which the common stock of 180 Connect will trade at any future time or as to the effect of the announcement of the merger on the trading price of the common stock of 180 Connect. William Blair noted that the trading price may be affected by a number of factors, including but not limited to:

The following is a summary of the material financial analyses performed and material factors considered by William Blair to arrive at its opinion. William Blair performed certain procedures, including each of the financial analyses described below, and reviewed with 180 Connect’s board of directors the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its opinion.

Selected Public Company Analysis.  William Blair reviewed and compared certain financial information relating to 180 Connect to corresponding financial information, ratios and public market multiples for publicly traded companies with operations in the specialty outsourced services sector and with similar business characteristics. The companies selected by William Blair were:

Among the information William Blair considered were revenue, earnings before interest, taxation, depreciation and amortization (which we refer to as EBITDA), and earnings before interest and taxation (which we refer to as EBIT). William Blair considered the enterprise value as a multiple of revenue, EBITDA and EBIT for each company for the last twelve months for which results were publicly available and for the respective calendar year EBITDA and EBIT estimates for 2008. The operating results and the corresponding derived multiples for 180 Connect and each of the selected companies were based on each company’s most recent available publicly disclosed financial information, closing share prices as of April 15, 2008 and consensus Wall Street analysts’ estimates for calendar year 2008 where appropriate. William Blair noted that it did not have access to internal forecasts for any of the selected public companies, except 180 Connect. The implied enterprise value of the transaction is based on the equity value implied by the purchase price plus the total debt, less any excess cash and cash equivalents at December 31, 2007 based on 180 Connect’s 2007 Annual Report on Form 10-K.

William Blair then compared the implied transaction multiples for 180 Connect to the range of trading multiples for the selected companies. Information regarding the range of multiples from William Blair’s analysis of selected publicly traded companies is set forth in the following table:

William Blair noted that the implied transaction multiples based on the terms of the merger were below the range of LTM and 2008E revenue, within the range of LTM and 2008E EBITDA, and above the range of LTM EBIT multiples of the selected public companies.

Although William Blair compared the trading multiples of the selected companies as of April 15, 2008 and applied such multiples to 180 Connect, none of the selected companies is identical to 180 Connect. Accordingly, any analysis of the selected publicly traded companies necessarily involved complex considerations and judgments concerning the differences in financial and operating characteristics and other factors that would necessarily affect the analysis of trading multiples of the selected publicly traded companies.

Selected M&A Transactions Analysis.  William Blair performed an analysis of selected recent business combinations consisting of transactions announced subsequent to January 1, 1999 and focused primarily on the specialty outsourced service sector and transactions having similar business characteristics. William Blair’s analysis was based solely on publicly available information regarding such transactions. The selected transactions were not intended to be representative of the entire range of possible transactions in the respective industries. The transactions examined were (target/acquiror):

William Blair reviewed the consideration paid in the selected transactions in terms of the enterprise value of such transactions as a multiple of revenue, EBITDA and EBIT of the target for the latest twelve months prior to the announcement of these transactions. William Blair compared the resulting range of transaction multiples of revenue, EBITDA, and EBIT for the selected transactions to the implied transaction multiples for 180 Connect. Information regarding the range of multiples from William Blair’s analysis of selected transactions is set forth in the following table:

William Blair noted that the implied transaction multiples based on the terms of the merger were below the range of multiples of LTM revenue and LTM EBITDA, and above the range of multiples of LTM EBIT of the selected transactions.

Although William Blair analyzed the multiples implied by the selected transactions and applied such multiples to 180 Connect, none of these transactions or associated companies is identical to the merger of 180 Connect and DTV HSP Merger Sub. Accordingly, any analysis of the selected transactions necessarily involved complex considerations and judgments concerning the differences in financial and operating characteristics, parties involved and terms of their transactions and other factors that would necessarily affect the implied value of DirecTV versus the values of the companies in the selected transactions.

Premiums Paid Analysis.  William Blair reviewed data from 52 acquisitions of domestic publicly traded companies listed on the OTC Bulletin Board and 114 domestic publicly traded companies listed on the NYSE, NASDAQ and AMEX occurring since January 1, 2002 and with equity values between $25 million and $75 million which were financed with one hundred percent (100%) cash consideration. Specifically, William Blair analyzed the acquisition price per share as a premium to the closing share price one (1) day, one (1) week, four (4) weeks, sixty (60) days, and ninety (90) days prior to the announcement of the transaction. William Blair compared the median of the resulting stock price premiums for the reviewed transactions to the premiums implied by the merger based on 180 Connect’s stock price one (1) day, one (1) week, four (4) weeks, sixty (60) days, and ninety (90) days prior to April 16, 2008. Information regarding the premiums from William Blair’s analysis of selected transactions is set forth in the following table:

William Blair noted that the premiums implied by the transaction were above the median of the premiums paid for the referenced transaction groups for each of the one day, one week, four weeks, sixty day, and ninety day time periods.

Discounted Cash Flow Analysis.  William Blair utilized the Forecasts to perform a discounted cash flow analysis of 180 Connect’s projected future cash flows for the period commencing on January 1, 2008 and ending December 31, 2012. Using discounted cash flow methodology, William Blair calculated the present values of the projected free cash flows for 180 Connect. In this analysis, William Blair assumed a transaction value at an exit multiple of 5.5x to 8.5x EBITDA in 2012. William Blair further assumed an annual discount rate ranging from eighteen percent (18.00%) to twenty two percent (22.00%). William Blair determined the appropriate discount range based upon an analysis of the weighted average cost of capital of 180 Connect and comparable public companies. William Blair aggregated (1) the present value of the free cash flows over the applicable forecast period with (2) the present value of the range of terminal values. The aggregate present value of these items represented the enterprise value range. An equity value was determined by adding back the amount of net cash at December 31, 2007 based on 180 Connect’s 2007 Annual Report on Form 10-K.

Based on the Forecasts and assumptions set forth above, the discounted cash flow analysis of 180 Connect, yielded an implied range of equity value per share for 180 Connect from approximately $1.22 to $2.73, as compared to the merger consideration per share of $1.80.

In addition, William Blair performed a discounted cash flow analysis to calculate the present values of the projected free cash flows for 180 Connect using a discount rate that approximates inherent business risks associated with 180 Connect. Such risk factors include (1) significant customer concentration, (2) likelihood in the future of entering competition with its largest customer, (3) inability to re-finance balance sheet without incurring significant stockholder dilution, and (4) financial risk of high levels of indebtedness. William Blair assumed a transaction value of 5.5x to 8.5x EBITDA in 2012. William Blair further assumed a risk adjusted annual discount rate ranging from twenty three percent (23.00%) to thirty one percent (31.00%), adjusted for risks previously mentioned. William Blair aggregated (1) the present value of the free cash flows over the applicable forecast period with (2) the present value of the range of terminal values. The aggregate present value of these items represented the enterprise value range. An equity value was determined by adding back the amount of net cash at December 31, 2007 based on 180 Connect’s 2007 Annual Report on Form 10-K. The implied range of equity values for 180 Connect implied by the discounted cash flow analysis ranged from approximately $12.4 million to $53.4 million, as compared to the implied equity value for 180 Connect of approximately $48.6 million.

Based on the projections and assumptions set forth above, the discounted cash flow analysis applying discount rates that approximate inherent business risks of 180 Connect yielded an implied range of equity value per share for 180 Connect from approximately $0.46 to $1.98, as compared to the merger consideration per share of $1.80.

Leveraged Acquisition Analysis.  William Blair utilized the Forecasts to perform an analysis concerning the price that could be paid by a typical leveraged buyout purchaser to acquire 180 Connect. In this analysis, William Blair assumed (1) a capital structure and financing rate scenario consistent with the proposed debt capital structure that 180 Connect might have in a leveraged acquisition; (2) a holding period commencing December 31, 2007 and ending December 31, 2012; (3) a targeted internal rate of return to equity investors of approximately 25% to 35%; (4) a range of exit multiples of 180 Connect’s projected 2012 EBITDA of 5.5x to 8.5x; and (5) accumulation of cash at an interest rate of 3.0%. This analysis indicated that the consideration a leveraged buyout purchaser, with the aforementioned targeted internal rate of return expectations, might be willing to pay per share of 180 Connect common stock ranged from $0.84 to $1.98, as compared to the consideration per share to be received in the merger of $1.80 per share.

General.  This summary is not a complete description of the analysis performed by William Blair but contains the material elements of the analysis. The preparation of an opinion regarding fairness is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. The preparation of an opinion regarding fairness does not involve a mathematical evaluation or weighing of the results of the individual analyses performed, but requires William Blair to exercise its professional judgment, based on its experience and expertise, in considering a wide variety of analyses taken as a whole. Each of the analyses conducted by William Blair was carried out in order to provide a different perspective on the financial terms of the proposed merger and add to the total mix of information available. The analyses were prepared solely for the purpose of William Blair providing its opinion and do not purport to be appraisals or necessarily reflect the prices at which securities actually may be sold. William Blair did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion about the fairness of the consideration to be paid by 180 Connect. Rather, in reaching its conclusion, William Blair considered the results of the analyses in light of each other and ultimately reached its opinion based on the results of all analyses taken as a whole and in consideration of the process undertaken by 180 Connect. William Blair did not place particular reliance

William Blair is a nationally recognized firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with merger transactions and other types of strategic combinations and acquisitions. William Blair is familiar with 180 Connect, having advised 180 Connect Inc. in its strategic alternatives review during 2006 and having provided certain investment banking services to 180 Connect and its board of directors from time to time, including having acted as financial advisor for 180 Connect Inc. in its merger with Ad.Venture Partners, Inc. in August 2007 (for which William Blair received remuneration of approximately $3.25 million). Furthermore, in the ordinary course of its business, William Blair and its affiliates may beneficially own or actively trade common shares and other securities of 180 Connect or DirecTV Group for its own account and for the accounts of customers, and, accordingly, may at any time hold a long or short position in these securities.

180 Connect hired William Blair based on its qualifications and expertise in providing financial advice to companies and its reputation as a nationally recognized investment banking firm. Pursuant to a letter agreement dated September 25, 2007 and as amended on February 14, 2008, William Blair was paid $50,000 for the retention of its services and an additional $250,000 upon the delivery of its opinion, dated April 17, 2008, as to the fairness, from a financial point of view, of the merger consideration to be paid by DirecTV to 180 Connect stockholders. Furthermore, under the terms of the letter agreement, William Blair will be entitled to receive an additional fee of $550,000 upon consummation of the merger. In addition, 180 Connect has agreed to reimburse William Blair for certain of its out-of-pocket expenses (including fees and expenses of its counsel) reasonably incurred by it in connection with its services and will indemnify William Blair against potential liabilities arising out of its engagement.

As described above, William Blair’s opinion to the Special Committee of 180 Connect’s board of directors was one of many factors taken into consideration by 180 Connect’s board of directors in making its determination to approve the merger. The foregoing summary does not purport to be a complete description of the analyses performed by William Blair in connection with its fairness opinion and is qualified in its entirety by reference to the written opinion of William Blair attached as Annex C to this document. William Blair’s opinion was reviewed and approved by its fairness opinion committee.

If the merger is consummated, holders of our common stock on the date of consummation who demand the appraisal of such holders’ shares and who do not vote in favor of the merger are entitled to certain appraisal rights under Section 262 of the DGCL in connection with the merger. Such holders who perfect their appraisal rights and follow the procedures in the manner prescribed by the DGCL will be entitled to have their shares converted into the right to receive from us such consideration as may be determined by the Delaware Court of Chancery, which we refer to as the Court, to be due pursuant to the DGCL. Any stockholder who wishes to demand appraisal rights, or who wishes to preserve his or her right to do so, should review this section carefully, since failure to comply with the procedures set forth in Section 262 of the DGCL will result in the loss of such rights. All references in this summary to appraisal rights of a “stockholder” are to the record holder or holders of shares of our common stock.

REFERENCE IS MADE TO SECTION 262 OF THE DGCL, A COPY OF WHICH IS ATTACHED TO THIS PROXY STATEMENT AS ANNEX D, FOR A COMPLETE STATEMENT OF THE APPRAISAL

FAILURE TO STRICTLY FOLLOW THE PROCEDURES SET FORTH IN SECTION 262 OF THE DGCL MAY RESULT IN THE LOSS, TERMINATION OR WAIVER OF APPRAISAL RIGHTS. 180 CONNECT STOCKHOLDERS WHO VOTE TO ADOPT THE MERGER AGREEMENT WILL NOT HAVE A RIGHT TO HAVE THEIR SHARES OF OUR COMMON STOCK APPRAISED OR OTHERWISE BE ENTITLED TO APPRAISAL RIGHTS. STOCKHOLDERS DESIRING TO EXERCISE THEIR APPRAISAL RIGHTS MUST ALSO SUBMIT TO US A WRITTEN DEMAND FOR PAYMENT OF THE FAIR VALUE OF THE SHARES OF COMPANY COMMON STOCK HELD BY THEM PRIOR TO THE VOTE OF THE STOCKHOLDERS ON THE MERGER.

Each stockholder electing to demand the appraisal of his, her or its shares must deliver to us, prior to the taking of a vote on the merger, a written demand for appraisal of his, her or its shares of our common stock. Such written demand for appraisal must be executed by or on behalf of the stockholder of record and must reasonably inform us of the identity of the stockholder of record and that such stockholder intends to demand the appraisal of his, her or its shares of our common stock.

Such written demand should be delivered to c/o 180 Connect, 6501 East Belleview Avenue, Englewood, Colorado 80111, Attention: General Counsel. A person having a beneficial interest in shares of the Company’s common stock that are held of record in the name of another person, such as a broker, fiduciary, depositary or other nominee, must act promptly to cause the record holder to follow properly and in a timely manner the steps summarized herein and set forth in their entirety in Section 262 of the DGCL to perfect appraisal rights. If the shares of Company common stock are owned of record by a person other than the beneficial owner, including a broker, fiduciary (such as a trustee, guardian or custodian), depositary or other nominee, such demand must be executed by or for the record owner. If the shares of Company common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, such demand must be executed by or for all joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner and expressly disclose the fact that, in exercising the demand, he or she is acting as agent for the record owner. If a stockholder holds shares of Company common stock through a broker who in turn holds the shares through a central securities depository nominee, a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record holder.

A record holder, such as a broker, fiduciary, depositary or other nominee, who holds shares of Company common stock as a nominee for others, may exercise appraisal rights with respect to the shares held for all or less than all beneficial owners of shares as to which such person is the record owner. In such case, the written demand must set forth the number of shares covered by such demand. Where the number of shares is not expressly stated, the demand will be presumed to cover all shares of Company common stock outstanding in the name of such record holder.

Within 10 days after the effective date of the merger, the surviving corporation will notify each stockholder who is entitled to appraisal rights, has properly demanded appraisal in accordance with Section 262 of the DGCL and has not voted in favor of the merger of the date that the merger became effective.

At any time within 60 days after the effective date of the merger, any stockholder who has delivered a written demand to us will have the right to withdraw such written demand for appraisal and to accept the terms of the merger agreement by delivering to the surviving corporation a written withdrawal of such prior written demand and acceptance of the merger consideration. After this period, a stockholder may withdraw his, her or its written demand for appraisal and receive payment for his, her or its shares as provided in the merger agreement only with our consent.

Within 120 days after the effective time of the merger, we, as the surviving corporation, or any electing stockholder who has satisfied the requirements of Section 262 and who is otherwise entitled to appraisal rights may file a petition with the Court, with a copy served on us in the case of a petition filed by a stockholder,

Within 120 days after the effective time of the merger (but not thereafter), any stockholder who has satisfied the requirements of Section 262 may deliver to the surviving corporation a written request for a statement listing the aggregate number of shares not voted in favor of the merger and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. We, as the surviving corporation in the merger, must mail such written statement to the stockholder no later than the later of 10 days after the stockholder’s request is received by us or 10 days after the latest date for delivery of a demand for appraisal under Section 262.

The beneficial owner of shares of stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition with the Court or request from us, as the surviving corporation, a statement listing the number of shares not voted in favor of the merger and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares.

At the hearing on a petition, the Court will determine the stockholders who have complied with Section 262 and are entitled to an appraisal of their shares and may require the stockholders who have demanded appraisal to submit their certificates to the Register in Chancery. Failure to comply may result in a dismissal of the proceedings as to such stockholder. After the Court determines the stockholders entitled to an appraisal, the appraisal proceeding will be conducted in accordance with the rules specifically governing appraisal proceedings. Through such proceeding the Court will determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the merger, together with an interest, if any, to be paid on the amount determined to be the fair value. The Court will direct the payment of the fair value of the shares, together with interest, if any, by the surviving corporation to the stockholders entitled thereto.

180 Connect stockholders considering seeking appraisal rights under Delaware law should note that they could receive a value for their shares that is more, the same or less than the consideration they would receive pursuant to the merger agreement if they did not seek appraisal. The costs of the appraisal proceeding may be determined by the Court and taxed against the parties as the Court deems equitable under the circumstances. However, costs do not include attorneys’ and expert witness fees. Each electing stockholder is responsible for his, her or its attorney’s and expert witness expenses, although upon application of an electing stockholder, the Court may order that all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all shares that are under these proceedings. 180 CONNECT STOCKHOLDERS CONSIDERING EXERCISING APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS WITH REGARD TO THE TAX CONSEQUENCES OF SUCH ACTIONS.

At the effective time of the merger, the shares of our common stock held by an electing stockholder will be canceled, and such stockholder will be entitled to no further rights except the right to receive payment of the fair value of such holder’s shares. However, if such electing stockholder fails to perfect or withdraws or loses his or her appraisal rights with respect to his or her shares of our common stock, such holder will receive the applicable merger consideration in exchange for his or her common stock under the terms of the merger agreement.

To the extent that there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, the DGCL shall control.

Holders of exchangeable shares will not be able to exercise appraisal rights in accordance with the DGCL unless such holders exchanged their exchangeable shares for shares of common stock before the vote is taken on the merger agreement and have complied with the applicable provisions of the DGCL described herein.

The merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time of the merger, DTV HSP Merger Sub, Inc., a wholly owned subsidiary of DirecTV and a party to the merger agreement, will merge with and into us. We will survive the merger as a wholly owned Delaware subsidiary of DirecTV.

At the effective time of the merger, each outstanding share of our common stock (other than treasury shares, shares held by DirecTV or DTV HSP Merger Sub, Inc., shares held by any direct or indirect wholly owned subsidiary belonging to us or DirecTV and those shares held by stockholders who perfected their appraisal rights as described in “— Appraisal Rights”), will be canceled and automatically converted into the right to receive $1.80 in cash, without interest. Treasury shares, shares of our common stock held by DirecTV or DTV HSP Merger Sub, Inc. and shares held by our or DirecTV’s wholly owned subsidiaries will be canceled immediately prior to the effective time of the merger.

As of the effective time of the merger, all shares of our common stock will no longer be outstanding and will automatically be canceled and will cease to exist and each holder of a certificate representing any shares of our common stock (other than stockholders who have perfected their appraisal rights) will cease to have any rights as a stockholder, except the right to receive $1.80 per share in cash, without interest. The price of $1.80 per share was determined through arm’s-length negotiations between DirecTV and us.

DirecTV shall be entitled to deduct and withhold from any consideration payable pursuant to the merger agreement such amounts as DirecTV is required to deduct and withhold under applicable tax laws. See “The Merger — Material United States Federal Income Tax Consequences of the Merger.”

The conversion of our common stock into the right to receive $1.80 per share in cash, without interest, will occur automatically at the effective time of the merger. As soon as reasonably practicable after the effective time of the merger, DirecTV will cause a letter of transmittal to be mailed to each former 180 Connect stockholder. The letter of transmittal will contain instructions for obtaining cash in exchange for shares of our common stock. You should not return stock certificates with the enclosed proxy.

Upon surrender of a stock certificate representing shares of our common stock, together with a duly completed and validly executed letter of transmittal, and any other documents that may be reasonably required by the exchange agent, the holder of the certificate will be entitled to receive from the exchange agent, on behalf of DirecTV, as promptly as practicable in accordance with the exchange agent’s customary procedures, $1.80 in cash for each share represented by the stock certificate, and the corresponding stock certificate will be cancelled. Any holder who surrenders such certificate and duly completes and executes the letter of transmittal will also have waived all appraisal rights under the applicable provisions of the DGCL.

In the event of a transfer of ownership of shares of our common stock that is not registered in our stock transfer records, the merger consideration for shares of our common stock may be paid to a person other than the person in whose name the surrendered certificate is registered if:

If payment is to be made to a person other than the person in whose name the surrendered certificate is registered, the exchange agent may require a properly executed stock power with the signature on the stock power and on the letter of transmittal guaranteed by a participant in the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange Medallion Program, all as shall be more particularly described in the letter of transmittal.

In the event of a lost, stolen or destroyed certificate representing shares of common stock, the merger consideration for shares of our common stock may be paid to a person upon their making of an affidavit of such fact. The exchange agent may further require the owner of the lost, stolen or destroyed certificate to provide a reasonable form of bond as indemnity and may further require such owner to execute an indemnity agreement.

No interest will be paid or accrue on any cash payable upon the surrender of stock certificates representing shares of our common stock. The cash paid upon conversion of shares of our common stock will be issued in full satisfaction of all rights relating to the shares of our common stock.

If any cash deposited with the exchange agent is not claimed within six (6) months after the effective time of the merger, DirecTV may require such cash be returned to DirecTV. Thereafter, holders must look to DirecTV for payment as general creditors.

Subject to the consummation of the merger, as of the effective time of the merger, all outstanding options and stock appreciation rights, whether or not exercisable and vested at the effective time of the merger, will be canceled and converted into the right to receive cash in an amount equal to the product of (a) the total number of shares of common stock subject to such options or stock appreciation rights immediately prior to their cancellation and (b) the excess, if any, of $1.80 over the exercise price or base price per share of common stock subject to the stock option or stock appreciation right, as applicable (assuming full vesting), less any applicable withholding taxes. Options and stock appreciation rights that have an exercise price or base price equal to or in excess of $1.80 per share will receive no merger consideration and will be cancelled upon the effective time of the merger.

Subject to the consummation of the merger, as of the effective time of the merger, each restricted stock unit award that is outstanding at the effective time of the merger will be canceled and converted into the right to receive $1.80 in cash for each share of common stock subject to such restricted stock unit award at the effective time of the merger (assuming full vesting), less any applicable withholding taxes.

Under the terms of the merger agreement, each outstanding warrant to purchase shares of common stock, whether or not exercisable and vested at the effective time of the merger, will be cancelled and exchanged for the right to receive an amount in cash, minus any applicable withholding taxes, equal to the product of (a) the total number of shares of Company common stock subject to such warrant immediately prior to its cancellation and (b) the excess, if any, of $1.80 over the exercise price per share of Company common stock subject to such warrant. Warrants that have an exercise price equal to or in excess of $1.80 per share will receive no merger consideration.

In connection with the merger, the board of directors of 180 Connect Exchangeco Inc. has determined that it will best facilitate the transactions contemplated by the merger agreement to accelerate, in accordance with the terms of the articles of 180 Connect Exchangeco Inc., the redemption of the exchangeable shares to occur immediately prior to the completion of the merger. This acceleration is conditioned upon consummation of the merger. In the event that the merger is not consummated for any reason, the redemption date of the

If the merger is completed, it will become effective upon the filing of a certificate of merger with the Delaware Secretary of State or at such later time as is agreed upon by DirecTV and us and specified in the certificate of merger. The closing of the merger (if it occurs) will take place on the second business day after satisfaction or waiver of the conditions to the completion of the merger described in the merger agreement or at such other time as agreed to by DirecTV, DTV HSP Merger Sub and us.

If the merger is completed, our common stock will no longer be traded on the OTC Bulletin Board and will be deregistered under the Exchange Act.

The following summary of material U.S. federal income tax consequences of the merger does not address any tax consequences arising under the income or other tax laws of any state, local or foreign jurisdiction or (except where specifically noted) any tax treaties. It is not intended to be, nor should it be construed as being, legal or tax advice, and stockholders should consult their own tax advisors concerning the tax consequences of the proposed transaction in light of their individual circumstances. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations, and administrative and judicial interpretations thereof, each as in effect as of the date of this proxy statement, all of which may change, possibly with retroactive effect. Any such change could affect the accuracy of the statements and conclusions discussed below and the U.S. federal income tax consequences of the merger.

This summary assumes that stockholders hold their shares as capital assets. This summary does not address all tax consequences that may be relevant to particular holders in light of their individual circumstances, or the tax consequences to holders subject to special tax rules, including, without limitation: banks, insurance companies, regulated investment companies, tax-exempt organizations, financial institutions, broker-dealers, traders, persons, if any, holding 180 Connect common stock as “qualified small business stock,” persons holding 180 Connect common stock as part of a hedging, “straddle,” conversion or other integrated transaction, U.S. expatriates, partnerships and other pass-through entities that are holders of shares of 180 Connect common stock and members of such partnerships or other pass-through entities, persons whose functional currency is not the U.S. dollar, U.S. persons that are holders of exchangeable shares, and persons subject to the alternative minimum tax. This discussion may not be applicable to stockholders who acquired shares of 180 Connect common stock pursuant to the exercise of options or warrants or otherwise as compensation. Further, this discussion does not address the U.S. federal income tax consequences of exchanges of 180 Connect options, warrants, or restricted stock units in connection with the merger. We urge all stockholders to consult their own tax advisors as to the specific tax consequences of the merger to them.

As used in this proxy statement, a “U.S. holder” means a beneficial owner of shares of 180 Connect common stock that is a U.S. person. A “U.S. person” is a person that is, for U.S. federal income tax purposes:

If a partnership or other pass-through entity holds stock, the tax treatment of a member generally will depend upon the status of the member and the activities of the partnership or other entity. Partnerships and other pass-through entities that hold our common stock, and their members, are urged to consult their own tax advisors about the U.S. federal income tax consequences of the merger to them.

A “non-U.S. holder” is a beneficial owner of shares of 180 Connect common stock or exchangeable shares who is not a U.S. person.

Consequences of the Merger to U.S. Holders.  The receipt by a U.S. holder of cash in exchange for shares of 180 Connect common stock in the merger, or as a result of the exercise of appraisal rights, will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder will recognize capital gain or loss equal to the difference between the amount of cash received and the U.S. holder’s adjusted tax basis in the shares of 180 Connect common stock exchanged. Gain or loss will be calculated separately for each block of shares, with each block of shares consisting of shares acquired at the same cost in a single transaction. Such gain or loss will be long-term capital gain or loss if the U.S. holder held its shares for more than one year as of the time of the exchange. In the case of U.S. holders who are individuals, trusts or estates, any such long-term capital gain may be taxed at preferential rates. Certain limitations apply to the deductibility of capital losses by U.S. holders.

Consequences of the Merger to Non-U.S. Holders.  A non-U.S. holder generally will not be subject to U.S. federal income tax on gain (if any) realized upon the receipt of cash in exchange for shares of 180 Connect common stock in the merger (or, in the case of a non-U.S. holder of exchangeable shares, upon the exchange of its exchangeable shares for shares of 180 Connect common stock followed immediately by the exchange of such shares of 180 Connect common stock for cash in the merger), or as a result of the exercise of appraisal rights. However, a non-U.S. holder may be subject to U.S. federal income tax on such gain if:

180 Connect does not believe that it at any time has constituted a USRPHC and, as a condition to closing, we will be certifying to DirecTV that we are not and have not been a USRPHC.

Information Reporting Requirement and Backup Withholding.  Cash payments made pursuant to the merger will be reported to 180 Connect stockholders and the Internal Revenue Service to the extent legally required and it is possible that the Internal Revenue Service may make its reports available to tax authorities in the country of residence of a non-U.S. holder.

Certain non-corporate holders of shares of 180 Connect common stock may be subject to backup withholding, currently at a 28% rate, on cash received pursuant to the exchange. Backup withholding generally will not apply, however, to a holder of shares of 180 Connect common stock who: (i) furnishes a correct taxpayer identification number and certifies that it is not subject to backup withholding on the Internal Revenue Service Form W-9, which will be included in the letter of transmittal that will be sent to U.S. holders if the merger is completed; (ii) provides a certification of foreign status on Internal Revenue Service Form W-8BEN, which will be included in the letter of transmittal that will be sent to non-U.S. holders if the merger is completed; or (iii) is otherwise exempt from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be eligible for a refund or allowed as a credit against a holder’s U.S. federal income tax liability, provided the holder timely furnishes the required information to the Internal Revenue Service.

THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS NOT LEGAL OR TAX ADVICE. STOCKHOLDERS ARE ENCOURAGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE MERGER TO THEM, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL OR NON-U.S. TAX LAWS.

General.  The following is a summary of the material Canadian federal income tax considerations under the Income Tax Act (Canada), which we refer to as the Canadian Tax Act), of the exchange of exchangeable shares for 180 Connect common stock and the exchange of 180 Connect common stock upon the merger generally applicable to a holder of exchangeable shares or a holder of 180 Connect common stock (in each case a “securityholder”) who, for the purposes of the Canadian Tax Act and at all relevant times (i) is or is deemed to be resident in Canada, (ii) deals at arm’s length with, and is not affiliated with, any of 180 Connect, 1305699 Alberta ULC, DTV HSP Merger Sub and the surviving corporation, and (iii) holds their 180 Connect common stock and/or exchangeable shares as capital property. 180 Connect common stock and exchangeable shares will generally be considered to be capital property of a securityholder unless such holder holds such shares in the course of carrying on a business of buying and selling securities or such securityholder has acquired such shares in a transaction or transactions considered to be an adventure in the nature of trade.

This summary is not applicable to: (i) a securityholder that is a “financial institution” (as defined in the Canadian Tax Act for purposes of the mark-to-market rules) or a “specified financial institution” within the meaning of the Canadian Tax Act; (ii) a securityholder an interest in which is a “tax shelter investment” for purposes of the Canadian Tax Act; (iii) a securityholder with respect to whom 180 Connect is a foreign affiliate for the purposes of the Canadian Tax Act; or (iv) a securityholder to whom the “functional currency” reporting rules in subsection 261(4) of the Canadian Tax Act applies. Such securityholders should consult their own tax advisors having regard to their particular circumstances. No inquiry has been made concerning whether 180 Connect is a foreign investment entity, or FIE, within the meaning of the Canadian Tax Act. For purposes of this summary, it has been assumed that 180 Connect is not an FIE. This summary also assumes that the exchangeable shares will be acquired by 1305699 Alberta ULC pursuant to its over-riding call right and will not be redeemed or otherwise acquired by 180 Connect Exchangeco Inc.

This summary is based on the current provisions of the Canadian Tax Act, counsel’s understanding of the current published administrative and assessing practices of the Canada Revenue Agency and all specific proposals to amend the Canadian Tax Act publicly announced by the Department of Finance (Canada) prior to the date hereof. This summary assumes that such proposed amendments will be enacted as proposed, however no assurances can be provided in that regard. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein. This summary is of a general nature only and is not intended to be, nor should it

For purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of securities (including adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars. Amounts denominated in U.S. dollars must be converted into Canadian dollars based on the exchange rate quoted by the Bank of Canada at noon on the day on which that amount first arose.

Exchange of Exchangeable Shares for 180 Connect Common Stock.  The transfer of an exchangeable share to 1305699 Alberta ULC for 180 Connect common stock will be a disposition of the exchangeable share for the purposes of the Canadian Tax Act. The proceeds of disposition to such securityholder for such exchangeable share will be equal to the fair market value of the 180 Connect common stock received upon the exchange. The securityholder will realize a capital gain (or a capital loss) to the extent that the fair market value of the 180 Connect common stock, net of any reasonable costs of disposition, exceeds (or is less than) the adjusted cost base of such exchangeable share. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Taxation of Capital Gains and Capital Losses”.

The cost of the 180 Connect common stock received by a securityholder of exchangeable shares in such circumstances will be equal to the fair market value of such 180 Connect common stock at the time of the exchange. This cost will be averaged with the adjusted cost base of all other 180 Connect common stock held by the securityholder as capital property for the purpose of determining the adjusted cost base of each share of 180 Connect common stock held by such securityholder for the purposes of the Canadian Tax Act.

Consequences of the Merger.  The receipt of the cash merger consideration in exchange for 180 Connect common stock upon the merger will result in a securityholder recognizing a capital gain (or a capital loss) in respect of the disposition of their 180 Connect common stock to the extent that the cash merger consideration, net of any reasonable costs of disposition, exceeds (or is less than) the total adjusted cost base of the 180 Connect common stock. Such capital gain (or capital loss) will be subject to the tax treatment described below under “Taxation of Capital Gains and Capital Losses”.

Taxation of Capital Gains and Capital Losses.  Generally, one-half of any capital gain (a “taxable capital gain”) realized by a securityholder in a taxation year must be included in the securityholder’s income for the year, and one-half of any capital loss (an “allowable capital loss”) realized by a securityholder in a taxation year must be deducted from taxable capital gains realized by the securityholder in that year. Allowable capital losses for a taxation year in excess of taxable capital gains for that year may, generally, be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Canadian Tax Act.

The amount of any capital loss realized by a securityholder that is a corporation on the disposition of exchangeable shares may be reduced by the amount of dividends received or deemed to be received by the securityholder on such shares (or on shares for which the shares have been substituted) to the extent and under the circumstances described by the Canadian Tax Act. Similar rules may apply to a partnership or trust that owns exchangeable shares where a corporation, partnership or trust is a member or beneficiary. Holders to whom these rules may be relevant should consult their own tax advisors.

A securityholder that, throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Canadian Tax Act) may be liable to pay a refundable tax of 62/3% on its “aggregate investment income” (as defined in the Canadian Tax Act), including taxable capital gains.

Dissenting Securityholders.  A dissenting securityholder who dissents to the merger and, as a consequence, receives a cash payment (other than interest, if any) from the surviving corporation in respect of the fair value of such securityholder’s 180 Connect common stock will be considered to have disposed of such 180 Connect common stock for proceeds of disposition equal to the amount of such payment (exclusive of interest) and will realize a capital gain (or a capital loss) equal to the amount by which such cash payment (exclusive of interest) exceeds (or is exceeded by) the adjusted cost base of such 180 Connect common stock

A dissenting securityholder who receives interest on a payment received in respect of the fair value of the securityholder’s 180 Connect common stock will be required to include the full amount of such interest in income. A dissenting securityholder will generally be entitled to claim a foreign tax credit for any United States withholding tax applicable to any interest payment. In addition, a dissenting securityholder that, throughout the relevant taxation year, is a “Canadian-controlled private corporation” (as defined in the Canadian Tax Act ) may be liable to pay a refundable tax of 62/3% on its “aggregate investment income” (as defined in the Canadian Tax Act), including interest income.

The following summary of the merger agreement is qualified in its entirety by reference to the complete text of the merger agreement, which is incorporated by reference and a copy of which is attached as Annex A to this proxy statement. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this proxy statement. We urge you to read the merger agreement carefully and in its entirety, as well as this proxy statement, before making any decisions regarding the merger.

The merger agreement has been included with this proxy statement to provide you additional information regarding its terms. The merger agreement sets forth the contractual rights of DirecTV and us but is not intended to be a source of factual, business or operational information about DirecTV and us. That kind of information can be found elsewhere in this proxy statement and in the other filings we make with the SEC, which are available as described in “Where You Can Find More Information.”

As a stockholder, you are not a third party beneficiary of the merger agreement and therefore you may not directly enforce any of its terms or conditions. The parties’ representations, warranties and covenants were made as of specific dates and only for purposes of the merger agreement and are subject to important exceptions and limitations, including a contractual standard of materiality different from that generally relevant to investors. In addition, the representations and warranties may have been included in the merger agreement for the purpose of allocating risk between DirecTV and us, rather than to establish matters as facts. Certain of the representations, warranties and covenants in the merger agreement are qualified by information we filed with the SEC prior to the date of the merger agreement, as well as by disclosure schedules we delivered to DirecTV prior to signing the merger agreement. The disclosure schedules have not been made public because, among other reasons, they include confidential or proprietary information. We believe, however, that all information material to a stockholder’s decision to approve the merger is included or incorporated by reference in this proxy statement.

Furthermore, you should not rely on the covenants in the merger agreement as actual limitations on our business because we may take certain actions that are either expressly permitted in the confidential disclosure schedules to the merger agreement or as otherwise consented to by DirecTV, which may be given without prior notice to the public.

The merger agreement provides for the merger of DTV HSP Merger Sub, Inc. with and into 180 Connect upon the terms, and subject to the conditions, of the merger agreement. As the surviving corporation, 180 Connect will continue to exist following the merger. Upon consummation of the merger, the directors and officers of DTV HSP Merger Sub, Inc. will be the initial directors and officers of the surviving corporation. All directors and officers will hold their positions until their successors are elected or appointed and qualified or until the earlier of their resignation or removal.

If the merger is completed, it will become effective upon the filing of a certificate of merger with the Delaware Secretary of State or at such later time as is agreed upon by DirecTV and us and specified in the certificate of merger. The closing of the merger (if it occurs) will not be later than the second business day after satisfaction or waiver of the conditions to the completion of the merger described in the merger agreement or at such other time as agreed to by DirecTV and us.

Each share of our common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $1.80 in cash, without interest and less applicable withholding taxes, except for:

After the merger is effective, each holder of a certificate representing any shares of common stock (other than shares for which appraisal rights have been properly demanded and perfected) will no longer have any rights with respect to the shares, except for the right to receive the merger consideration.

Stock Options and Stock Appreciation Rights.  As of the effective time of the merger, each outstanding stock option and stock appreciation right, whether or not exercisable and vested at the effective time of the merger, will be canceled and exchanged for the right to receive an amount in cash equal to the product of (x) the total number of shares of Company common stock subject to such stock option or stock appreciation right immediately prior to the effective time (assuming full vesting) and (y) the excess, if any, of (i) $1.80 over (ii) the exercise price or base price per share of common stock subject to such stock option or stock appreciation right, as applicable, less any applicable withholding taxes. Any stock option or stock appreciation right that has an exercise price or base price per share of common stock, that is equal to or greater than $1.80 per share will not receive any payment.

Restricted Stock Units.  As of the effective time of the merger, each restricted stock unit award, whether or not vested at the effective time of the merger, shall be cancelled and exchanged for the right to receive an amount in cash equal to the product of (x) the total number of shares of Company common stock subject to such restricted stock unit immediately prior to the effective time (assuming full vesting) and (y) $1.80, less any applicable withholding taxes.

Warrants.  Under the terms of the merger agreement, each outstanding warrant to purchase shares of common stock, whether or not exercisable and vested at the effective time of the merger, will be cancelled and exchanged for the right to receive an amount in cash, minus any applicable withholding taxes, equal to the product of (a) the total number of shares of Company common stock subject to such warrant immediately prior to its cancellation and (b) the excess, if any, of $1.80 over the exercise price per share of Company common stock subject to such warrant.

As of the effective time, the Company’s option plans will be terminated and no further awards or grants shall be made thereunder.

Computershare Trust Company, N.A. or another bank or trust company designated by DirecTV and reasonably acceptable to 180 Connect shall act as the exchange agent and shall make payment of the merger consideration as described above. At the effective time of the merger, DirecTV will deposit in trust with the exchange agent cash sufficient to pay the merger consideration to the stockholders.

As soon as reasonably practicable after the effective time of the merger, DirecTV will cause a letter of transmittal to be mailed to each former 180 Connect stockholder. The letter of transmittal will contain instructions for obtaining cash in exchange for shares of our common stock. You should not return stock certificates with the enclosed proxy.

Upon surrender of a stock certificate representing shares of our common stock, together with a completed and validly executed letter of transmittal, and any other documents that may be reasonably required by the exchange agent, the holder of the certificate will be entitled to receive from the exchange agent, on behalf of

In the event of a lost, stolen or destroyed certificate representing shares of common stock, the merger consideration for shares of our common stock may be paid to a person upon their delivery of an affidavit of such fact to the exchange agent and an indemnity in form reasonably satisfactory to DirecTV against any claims that may be made against the exchange agent or DirecTV or otherwise respect to the certificate. DirecTV may further require the owner of the lost, stolen or destroyed certificate to post a bond, in such reasonable amount as DirecTV may direct, as an indemnity.

No interest will be paid or accrue on any cash payable upon the surrender of stock certificates representing shares of our common stock. The cash paid upon conversion of shares of our common stock (which will not include the shares of dissenting stockholders) will be issued in full satisfaction of all rights relating to the shares of our common stock.

If any cash deposited with the exchange agent is not claimed within six months after the effective time of the merger, DirecTV may require such cash be returned to DirecTV. Thereafter, holders must look to DirecTV for payment as general creditors.

In the merger agreement, we made customary representations and warranties to DirecTV relating to, among other things:

In the merger agreement, DirecTV and DTV HSP Merger Sub, Inc. made customary representations and warranties to us relating to, among other things:

Several of our representations and warranties contained in the merger agreement are qualified by reference to whether the item in question would reasonably be expected to have a “material adverse effect.” The merger agreement provides that a “material adverse effect” means any changes, effects or circumstances, taken as a whole, that:

provided, however, that the term “material adverse effect” shall not include any change, effect or circumstance arising from:

Under the merger agreement, we have agreed that prior to the earlier of the termination of the merger agreement or the effective time of the merger, subject to certain exceptions, unless we obtain DirecTV’s prior written consent we will use commercially reasonable efforts and will cause each of our subsidiaries use commercially reasonable efforts to:

In addition, we have agreed that, among other things and subject to certain exceptions, neither we nor any of our subsidiaries may, without DirecTV’s written consent:

The merger agreement provides that, until 12:01 a.m., New York City time, on May 19, 2008 (the “No-Shop Period Start Date”), we and our representatives are permitted to:

From the No-Shop Period Start Date, until the earlier of the effective time of the merger or the date of termination of the merger agreement, we have agreed not to and will cause our representatives not to directly or indirectly:

Notwithstanding these restrictions, at any time prior to the approval of the merger and merger agreement by our stockholders, we may negotiate or otherwise engage in discussions with, and furnish any non-public information or afford access to our or our subsidiaries’ properties, books or records to, any third party to the extent that the third party delivers to us an unsolicited written bona fide acquisition proposal:

We will furnish any non-public information to such third party only after (i) providing written notice to DirecTV of our intent to furnish such information or enter into discussions with such third party, which notice shall include the identity of the third party making such acquisition proposal and a copy of such acquisition proposal, and (ii) entering into a confidentiality and standstill agreement with such third party that contains provisions no less restrictive with respect to such third party as those contained in the confidentiality agreement entered into with DirecTV. In addition, we will provide or make available to DirecTV any non-public information concerning us or our subsidiaries provided to such third party.

A “superior proposal” means any bona fide, written acquisition proposal not solicited in breach of the non-solicitation provisions of the merger agreement from a third party that (i) is for more than fifty percent of our voting power or fifty percent of our consolidated assets, (ii) a majority of our entire board of directors determines in good faith (after consultation with its financial advisor and outside legal counsel), taking into account the person making the acquisition proposal and the likelihood and timing of consummation (including the financial, legal, regulatory and other aspects of the acquisition proposal deemed relevant by our board of directors in good faith), would result in a transaction that is superior from a financial point of view to our stockholders than the merger, including, to the extent received, any proposed alterations of the terms of the merger agreement proposed by DirecTV in response to such superior proposal, and (iii) is not subject to any material contingency, including any contingency related to financing, unless, in good faith judgment of our board of directors, such contingency is reasonably capable of being satisfied by such third party within a reasonable period of time.

We may also maintain or continue discussions (including by way of providing access to non-public information pursuant to an acceptable confidentiality and standstill agreement) with respect to a bona fide written acquisition proposal submitted by any person prior to the No-Shop Period Start Date (such person we refer to as an Excluded Party), and that our board of directors determines in good faith, prior to the No-Shop Period Start Date, constitutes a superior proposal, provided that we have complied with our obligations to DirecTV.

In addition, as of the No-Shop Period Start Date, we have agreed to and will cause our representatives to:

We will promptly (within one business day) notify DirecTV in the event we receive an acquisition proposal, or communication, or request for access to our properties, books or records that could reasonably be expected to lead to an acquisition proposal. Such notice will include the identity of the third party making the acquisition proposal and a copy or reasonably detailed summary of such acquisition proposal.

An “acquisition proposal” means any offer or proposal (written or oral) for: (i) a merger, consolidation, share exchange, business combination, reorganization, recapitalization or other similar transaction or series of related transactions involving us (other than the merger with DirecTV); (ii) any sale, lease, exchange, transfer or other disposition (including by way of merger, consolidation or exchange), in a single transaction or a series of related transactions, of our assets constituting ten percent or more of our consolidated assets or accounting for ten percent or more of our consolidated revenues (other than the merger with DirecTV); (iii) any tender offer, exchange offer or other offer for, or acquisition or series of related acquisitions by any person or group (within the meaning of Regulation 13D under the Securities Act) of beneficial ownership of ten percent or more of any class of our capital stock or one percent or more of any class of capital stock of any of our subsidiaries; or (iv) the issuance or disposition of ten percent or more of any class of our capital stock or one percent or more of any class of capital stock of any of our subsidiaries.

The merger agreement requires us to call, give notice of, convene and hold a meeting of our stockholders to adopt the merger agreement, the merger and the related transactions. Our board of directors has unanimously resolved to recommend that our stockholders adopt the merger agreement. However, the merger agreement provides that if our board of directors determines (after consultation with its financial advisor and outside legal counsel) prior to the adoption of the merger agreement by our stockholders that the failure of the board of directors to withdraw, modify or propose publicly to withdraw or modify its recommendation that our stockholders adopt the merger agreement is inconsistent with its fiduciary duties under applicable law, then our board of directors may withdraw, modify or propose publicly to withdraw or modify its recommendation that our stockholders adopt the merger agreement.

The merger agreement further provides that if, after considering an acquisition proposal, but prior to obtaining our stockholders approval of the merger agreement, our board of directors determines that such acquisition proposal constitutes a superior proposal, then we may enter into a definitive agreement to implement such superior proposal, but only:

Except as otherwise limited by the terms of the merger agreement, we and DirecTV have each agreed to use our commercially reasonable efforts to consummate and make effective the merger and the other transactions contemplated by the merger agreement and to fulfill and cause to be fulfilled the conditions to closing under the merger agreement. We have further agreed to:

We agreed to prepare and file with the SEC this proxy statement for use in connection with the solicitation of proxies from our stockholders in favor of the adoption of the merger agreement and approval of the merger and to use our reasonable best efforts to cause such proxy statement to be cleared by the SEC as promptly as practicable.

The merger agreement provides that, for a period of twelve (12) months following the effective time of the merger, DirecTV will provide, or will require the surviving corporation to provide, active employees of the surviving corporation and its subsidiaries with employee benefits that are no materially less favorable in the aggregate than those provided by us or our subsidiaries immediately prior to the merger (other than equity based benefits). With respect to any of DirecTV’s employee benefit plans in which the employees of the surviving corporation or its subsidiaries participate subsequent to the effective time of the merger, DirecTV shall, or shall cause the surviving corporation or its subsidiaries to

The merger agreement provides that DirecTV and DTV HSP Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the effective time of the merger, whether asserted or claimed prior to, at or after the effective time of the merger (including any matters arising in connection with the merger and the other transactions contemplated by the merger agreement), now existing in favor of our or our subsidiaries’ current or former directors, officers or employees, as provided in our respective certificates of incorporation or bylaws (or comparable organization documents) or in any indemnification agreement between us or any of our subsidiaries and an indemnified party, in each case as in effect as of the date of the merger agreement, shall survive the merger and shall continue in full force and effect. The surviving corporation shall (and DirecTV shall cause the surviving corporation to) indemnify, defend, and hold harmless, and advance expenses to indemnified persons with respect to all acts or omissions by them in their capacities as such at an time prior to the effective time of the merger, to the fullest extent required by (i) the certificate of incorporation or by-laws (or equivalent organizational documents) of 180 Connect or any of our subsidiaries as in effect on the date of the merger agreement, and (ii) any indemnification agreements between 180 Connect or any of our subsidiaries and any indemnified person.

The merger agreement further provides that for six years after the effective time of the merger, and for a price not to exceed a stated amount set forth in the merger agreement, DirecTV shall cause the surviving corporation to maintain coverage under the Company’s directors’ and officers’ liability insurance policies as in effect as of the date of the merger agreement for acts or omissions occurring prior to the effective time of the merger. In lieu of the foregoing, DirecTV may, or may cause the surviving corporation to, purchase six year tail coverage covering acts or omissions prior to the effective time of the merger on terms not materially less favorable to any director, officer or employee to the existing policy of the Company as in effect of the date of the merger agreement. Premiums for such tail coverage shall be capped at an amount set forth in the merger agreement.

Each party’s obligation to effect the merger is subject to the satisfaction or waiver of various conditions, which include the following:

DirecTV and DTV HSP Merger Sub will not be obligated to effect the merger unless various conditions are satisfied or waived, which include the following:

We will not be obligated to effect the merger unless the following conditions are satisfied or waived:

The merger agreement may be terminated at any time prior to the effective time of the merger under certain circumstances, including:

The merger agreement provides that regardless of whether the merger is consummated, except in certain circumstances described below, all fees and expenses incurred by the parties shall be borne by the party incurring such expenses.

The merger agreement provides that the Company will be required to pay DirecTV a termination fee of $500,000 and DirecTV’s expenses in an amount equal to $2,000,000 upon termination of the merger agreement in the following circumstances:

The merger agreement also requires that we pay DirecTV a termination fee of $500,000 and DirecTV’s expenses in an amount equal to $2,000,000 if the merger is terminated because: (i) the merger was not consummated on or before September 30, 2008, (ii) our stockholders did not approve the merger agreement, or (iii) we breach any of our representations, warranties, covenants or other agreements contained in the merger agreement such that any of the conditions to the completion of the merger would not be satisfied and we fail to cure such breach within 30 days; and, in each case, a third party has made or delivered an acquisition proposal to the Company and within twelve months of such termination, either (A) we enter into a letter of intent, agreement in principle, acquisition agreement or other similar agreement with any third party with respect to, or consummate, an acquisition proposal, or (B) if we do not enter into any agreement with respect to such acquisition proposal and any third party commences a tender offer or exchange offer that, if consummated, would result in the acquisition by such third party, or any affiliate thereof, making the tender or exchange offer of fifty percent or more of our common stock.

We, DirecTV and DTV HSP Merger Sub may amend the merger agreement at any time by the execution of a written agreement. At any time prior to the effective time of the merger, the parties may:

In the event of a breach of the merger agreement, the parties have agreed that they would be entitled to specific performance of the terms of the merger agreement in addition to any other remedies at law or in equity.

The following description summarizes the material provisions of the voting agreements and is qualified in its entirety by reference to the complete text of the form of voting agreement. The form of voting agreement included in this proxy statement as Annex B contains the material terms of the voting agreements and stockholders should read it carefully and in its entirety.

In connection and concurrently with the execution of the merger agreement, the Company’s Chairman, its President and Chief Executive Officer, and each of its directors, who are referred to as the voting agreement stockholders and who owned collectively as of the record date 4,623,565 shares of our common stock, or approximately 18.8% of the issued and outstanding shares of common stock, entered into voting agreements with DirecTV. Pursuant to the voting agreements, the voting agreement stockholders agreed, among other things, to grant to DirecTV an irrevocable proxy to vote their shares of our common stock in favor of the adoption and approval of the merger agreement at the special meeting. The voting stockholders also agreed to cause all shares owned by them to be voted in according with such irrevocable proxy. The information in this proxy statement regarding the voting agreement is qualified in its entirety by reference to the voting agreements, a copy of the form of which is attached as Annex B to this proxy statement.

The voting agreement stockholders further agreed not to:

The voting agreements (including the irrevocable proxies granted thereunder) will terminate upon the earliest of:

The following table sets forth, as of June 2, 2008, certain information with respect to the beneficial ownership of 180 Connect’s common stock by (i) each stockholder known by 180 Connect to be the beneficial owner of more than 5% of 180 Connect’s common stock, (ii) each director of 180 Connect, (iii) each named executive officer of 180 Connect who served as an executive officer of 180 Connect during the year ended December 31, 2007, and (iv) all directors and executive officers of 180 Connect as a group.