ASSET PURCHASE AGREEMENT

Exhibit 2.1

ASSET PURCHASE AGREEMENT

by and among

HME WIRELESS, INC., as Buyer

NTN WIRELESS COMMUNICATIONS, INC., as Seller

and

NTN BUZZTIME, INC.,

as the Shareholder

March 29, 2007

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EXHIBITS

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of March 29, 2007, is by and among HME Wireless, Inc., a Georgia corporation ( "Buyer" ), NTN Wireless Communications, Inc., a Delaware corporation ( "Seller" ), and NTN Buzztime, Inc., a Delaware corporation (the "Shareholder" ).

RECITALS

A. Seller owns certain assets which it uses in the conduct of the Business (as defined below). The Shareholder owns all of the issued and outstanding shares of stock of the Seller.

B. Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, such assets upon the terms and subject to the conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS

1.1 Defined Terms. As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

"affiliate" shall have the meaning set forth in the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

"Ancillary Agreements" shall mean the Covenants Not to Compete substantially in the forms attached hereto as Exhibit F and Exhibit G.

"Assets" shall mean all of Seller’s right, title and interest in and to the Business and the following assets relating to the Business:

(a) all accounts and notes receivable of Seller with respect to the Business;

(b) all Contracts and Contract Rights;

(c) all Inventory;

(d) the Lease;

(e) the Leasehold Estate;

(f) all Leasehold Improvements;

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(g) all Fixtures and Equipment;

(h) copies of all Books and Records relating to the Business as requested by Buyer;

(i) all Proprietary Rights relating to the Business and all goodwill associated with the Business;

(j) all Permits;

(k) all available supplies, demonstration kits, sales literature, promotional literature, customer, supplier and distributor lists, art work, display units, telephone and fax numbers (including, but not limited to, Seller’s telephone number 1-800-919-9903) and purchasing records related to the Business;

(1) all rights under or pursuant to all warranties, representations and guarantees made by suppliers in connection with the Business or services furnished to Seller pertaining to the Business or affecting the Assets, to the extent such warranties, representations and guarantees (i) are not required by Seller to fulfill its obligations under this Agreement and (ii) are assignable;

(m) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind, against any person or entity, including, without limitation, any liens, security interests, pledges or other rights to payment or to enforce payment in connection with products delivered by Seller related to the Business prior to the Closing Date;

(n) all computer hardware and software with respect to the Business; and

(o) any other properties, assets or rights of Seller as of the Closing Date of any kind, tangible and intangible, used by Seller in connection with the Business, but excluding therefrom the Excluded Assets.

"Books and Records" shall mean, in each case to the extent pertaining to the Business, (a) all records and lists of Seller, (b) all records and lists pertaining to customers, suppliers or personnel of Seller, (c) all product, business and marketing plans of Seller, (d) information regarding Seller’s accounts and notes receivable and (e) all books, ledgers, files, reports, plans, drawings and operating records of every kind maintained by Seller, but excluding Seller’s minute books, stock books and tax returns.

"Business" shall mean Seller’s business of manufacturing, distributing, selling, leasing, licensing and providing on-site wireless communication products and services under the name "NTN Wireless Communications."

"Closing Date" shall mean the date that is ten (10) business days after the date that all of the conditions set forth in Articles VII and VIII have been satisfied or waived.

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"Code" shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder.

"Contract" shall mean any agreement, contract, lease, note, loan, evidence of indebtedness, purchase order, letter of credit, franchise agreement, undertaking, covenant not to compete, employment agreement, license, instrument, obligation or commitment to which Seller is a party or is bound and which relates to the Business or the Assets, whether oral or written, and any prepaid amounts or deposits under any Contract, but excluding the Leases.

"Contract Rights" shall mean all of Seller’s rights and obligations under the Contracts listed on Section 4.6 of the Disclosure Schedule.

"Disclosure Schedule" shall mean a schedule executed and delivered by Seller to Buyer as of the date hereof which sets forth the exceptions to the representations and warranties contained in Article IV hereof and certain other information called for by this Agreement.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

"Employee Plan" shall mean an "employee plan" as defined under ERISA.

"Encumbrance" shall mean any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, right-of-way, encroachment, building or use restriction, conditional sales agreement, encumbrance or other right of third parties, whether voluntarily incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent sale or other title retention agreement or lease in the nature thereof.

"Excluded Assets," notwithstanding any other provision of this Agreement, shall mean the following assets of Seller on the Closing Date, which are not to be acquired by Buyer hereunder:

(a) all cash and cash equivalents held by Seller;

(b) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind against any person or entity arising out of or relating to the Business to the extent related to the Excluded Liabilities;

(c) all rights and interests in Insurance Policies, including, without limitation, prepaid insurance premiums, unearned premium refunds and claim proceeds;

(d) all assets of Seller not related to or otherwise used in connection with the Business; and

(e) Seller’s software licenses for Photoshop, Microsoft Map Point, Microsoft Windows, Microsoft Office, Goldmine, Adobe Acrobat and Norton Anti-Virus.

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"Facilities" shall mean the leased premises located at 1400 North Brook Parkway, Suwanee, Georgia.

"Financial Statements" shall mean the financial statements described in Section 4.9 .

"Fixtures and Equipment" shall mean all of the furniture, fixtures, furnishings, machinery, repair parts, supplies, equipment and other tangible personal property owned or leased by Seller and used in connection with the Business and, with respect to leased property, any deposits under the leases pertaining thereto.

"Former Facility" shall mean each plant, office, manufacturing facility, store, warehouse, improvement, administrative building and all real property and related facilities used in connection with the Business which was owned, leased or operated by Seller at any time prior to the date hereof, but excluding the Facilities.

"Insurance Policies" shall mean the insurance policies related to the Business as described in Section 4.21 hereof.

"Inventory" shall mean all of Seller’s inventory held for resale by Seller, with respect to the Business. A complete list of Seller’s inventory shall be delivered to Buyer upon the Closing.

"Leased Real Property" shall mean all leased real property described in the Lease with respect to the Facilities.

"Leasehold Estate" shall mean all of Seller’s rights and obligations as lessee under the Lease.

"Leasehold Improvements" shall mean all leasehold improvements situated in or on the Leased Real Property to the extent owned by Seller.

"Lease" shall mean the existing lease with respect to the Facilities listed on Section 4.6 of the Disclosure Schedule.

"material adverse effect" or "material adverse change" shall mean with respect to the Business or the Assets any material adverse effect or change in the condition (financial or other), business, results of operations, assets, liabilities or operations of the Business and/or the Assets or on the ability of Seller to consummate the transactions contemplated hereby, or any event or condition which would, with the passage of time, result in any such material adverse effect or material adverse change.

"Permits" shall mean all licenses, permits, franchises, approvals, authorizations, consents or orders of, or filings with, any governmental authority, whether foreign, federal, state or local, or any other person, necessary or desirable for the present or anticipated conduct of, or relating to the operation of, the Business.

"Purchased Assets" means all of Seller’s right, title and interest in and to the Assets, except the Excluded Assets.

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"Representative" shall mean any officer, director, principal, attorney, agent, employee or other representative.

"Tax" shall mean any federal, state, local, foreign or other tax, levy, impost, fee, assessment or other government charge, including, without limitation, income, estimated income, business, occupation, franchise, property, payroll, personal property, sales, transfer, use, employment, commercial rent, occupancy, franchise or withholding taxes, and any premium, including, without limitation, interest, penalties and additions in connection therewith.

1.2 Other Defined Terms . The following terms shall have the meanings defined for such terms in the Sections set forth below:

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ARTICLE II.

PURCHASE AND SALE OF ASSETS

2.1 Transfer of Assets . Upon the terms and subject to the conditions contained herein, at the Closing, Seller will sell, convey, transfer, assign and deliver to Buyer, and Buyer will acquire from Seller, the Purchased Assets.

2.2 Assumption of Liabilities . Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall assume the following, and only the following, obligations and liabilities of Seller (the "Assumed Liabilities" ): all obligations and liabilities accruing, arising out of, or relating to events or occurrences happening after the Closing Date under the Lease and the Contracts listed on Section 4.6 of the Disclosure Schedule; provided , however , that the Assumed Liabilities shall not include any obligation or liability for any breach of any such Contract or Lease occurring prior to the Closing Date.

2.3 Excluded Liabilities . Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities expressly specified in Section 2.2 . Buyer shall not assume, or otherwise be responsible for, any liabilities or obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, in each case to the extent arising out of occurrences prior to, at or after the date hereof but prior to or on the Closing Date ( "Excluded Liabilities" ), which Excluded Liabilities include, without limitation:

(a) Any liability or obligation to or in respect of any employees or former employees of Seller, including, without limitation, (i) any employment agreement, whether or not written, between Seller and any person including, without limitation, accrued vested vacation benefits, unpaid bonuses and salaries, (ii) any liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s withdrawal or partial withdrawal from or termination of any Employee Plan and (iii) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted prior to the Closing Date or is based on acts or omissions which occurred prior to the Closing Date;

(b) Any liability or obligation of Seller in respect of any Tax incurred on or prior to the Closing Date;

(c) Any liability or obligation of Seller arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller prior to the Closing Date;

(d) Any liability or obligation of Seller arising out of or related to any Action against Seller or any Action which adversely affects the Purchased Assets and which shall have been asserted prior to the Closing Date or to the extent the basis of which shall have arisen prior to the Closing Date;

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(e) Any liability or obligation of Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (including, without limitation, any liability or obligation of Seller pursuant to Article X hereof);

(f) Any liability or obligation of Seller arising from lease commitments for furniture, fixtures and equipment that relates to any period ending on or prior to the Closing Date;

(g) Any liability or obligation of Seller related to any Former Facility that relates to any period ending on or prior to the Closing Date; and

(h) Any liability related to violations of law or regulations applicable to the Business, including, but not limited to, regulations of the Federal Communications Commission to the extent the basis of which shall have arisen prior to the Closing Date.

2.4 Purchase Price.

(a) Purchase Price . Upon the terms and subject to the conditions set forth herein, Buyer shall pay to Seller for the sale, transfer, assignment, conveyance and delivery of the Purchased Assets, the amount of $2,400,000 (the "Purchase Price" ) subject to the adjustment as provided in Section 2.7 below.

(b) Payment of Purchase Price .

(i) Closing Payment . Buyer agrees to pay Seller at Closing the amount of $2,300,000 (the "Closing Payment" ) which shall be payable by same day wire transfer on the Closing Date.

(ii) Holdback . Buyer shall holdback $100,000 (the "Holdback" ) to be held for delivery to Seller as and to the extent determined under the terms of Section 2.7 hereof.

(c) Allocations . The Purchase Price shall be allocated among the Purchased Assets in the manner required by Section 1060 of the Code and regulations thereunder. Schedule 2.4(c) sets forth the amount of the Purchase Price allocable to the various Purchased Assets. Buyer and Seller agree to each prepare and file on a timely basis with the Internal Revenue Service substantially identical initial and supplemental Internal Revenue Service Forms 8594 "Asset Acquisition Statements Under Section 1060" consistent with Schedule 2.4(c).

2.5 Closing Costs; Transfer Taxes and Fees . Seller shall be solely responsible for any documentary and transfer taxes and any sales, use or other taxes imposed by reason of the transfer of the Purchased Assets provided hereunder and any deficiency, interest or penalty asserted with respect thereto.

2.6 Prorations . Any prepaid expenses, including without limitation rent and the charges for any water, sewage, disposal, electricity, telephone and other utilities and services, to the extent such prepayment shall benefit Buyer after the Closing Date, shall be prorated as appropriate between Buyer and Seller as of the Closing Date. Such prorations shall, insofar as

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feasible, be determined and paid at the Closing, with best efforts made to achieve final settlement of such prorations within sixty (60) days after the Closing. Subject to such obligation of Buyer, following the Closing, all other deposits under any Contracts to be assumed by Buyer hereunder shall become the sole and exclusive property of Buyer. Seller shall be responsible for payment of all unpaid rent (including percentage rents), common area maintenance expenses and real property taxes (to the extent required to be paid under the Lease) through the Closing Date. Seller shall be responsible for payments to employees through the Closing Date.

2.7 Purchase Price Adjustment.

(a) On or as soon as practicable after the Closing Date, Seller shall prepare and deliver to Buyer a balance sheet (the "Preliminary Closing Balance Sheet" ) as of the Closing Date on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Financial Statements taking into account the Purchased Assets and none of the Excluded Assets.

(i) The Preliminary Closing Balance Sheet shall be binding and conclusive upon, and deemed accepted by, Buyer unless the Buyer shall have notified Seller in writing of any objections with respect to the balances for accounts receivable, inventory, fixed assets and/or prepaid items set forth therein within five (5) days after receipt thereof. During the five (5)-day period after Buyer’s receipt of the Preliminary Closing Balance Sheet and, as applicable, thereafter, Seller shall make the work papers and back-up materials used in preparing the Preliminary Closing Balance Sheet insofar as they pertain to accounts receivable, inventory, fixed assets and prepaid items, as well as the personnel of Seller with knowledge regarding any underlying matters, available to Buyer at reasonable times and upon reasonable notice. Any written notice of the Buyer shall (1) specify in reasonable detail each item on the Preliminary Closing Balance Sheet that the Buyer disputes and (2) include a summary of the Buyer’s reasons for such dispute.

(ii) Disputes between Buyer and Seller relating to the Preliminary Closing Balance Sheet that cannot be resolved by them within ten (10) days after receipt by Seller of the notice referred to in Section 2.7(a)(i) above may be referred no later than twenty (20) days after such receipt for decision (at the request of either Buyer or Seller) to an independent nationally recognized accounting firm mutually agreeable to Buyer and Seller to decide the matter (the "Auditor" ). Prior to referring the matter to the Auditor, Buyer and Seller shall agree on the procedures to be followed by the Auditor (including procedures with regard to presentation of evidence). Such procedures shall not alter the accounting practices, principles and policies to be applied to the Preliminary Closing Balance Sheet, which shall be those required by this Agreement. If Buyer and Seller are unable to agree upon procedures before the end of fifteen (15) days after referral of the dispute to the Auditor, then the Auditor shall establish such procedures giving due regard to the intention of the Parties to resolve disputes as quickly, efficiently and inexpensively as possible, which procedures may, but need not, be those proposed by either of Buyer or Seller. Buyer and Seller shall then submit evidence in accordance with the procedures established, and the Auditor shall decide the dispute in accordance therewith. The Auditor’s decision on any matter referred to it shall be final and binding on Seller and Buyer. The fee of the Auditor shall be borne by Seller, on the one hand, and Buyer, on the other hand, in equal portions, unless the Auditor decides, based on its determination with respect to the reasonableness of the respective positions of Buyer and Seller, that the fee shall be bome in unequal proportions.

(iii) The Preliminary Closing Balance Sheet shall become final and binding upon Buyer and Seller upon the earlier of: (1) the failure by the Buyer to object thereto within the period permitted under Section 2.7(a)(i) above; (2) the agreement between Buyer and Seller with respect thereto; or (3) the decision by the Auditor with respect to any disputes under Section 2.7(a)(ii) above. As adjusted, if applicable, pursuant to such agreement or such decision, the Preliminary Closing Balance Sheet, when final and binding, is referred to herein as the "Final Closing Balance Sheet."

(b) The Purchase Price will be adjusted downward on a dollar-for-dollar basis (i) for every dollar by which the accounts receivable as reflected on the Final Closing Balance Sheet are less than $450,000 and (ii) for every dollar by which the amount of inventory as reflected on the Final Closing Balance Sheet (including advanced payments on such inventory) is less than $350,000, in each case as determined in accordance with Section 2.7a) .

(c) No later than the 5th day after the Final Closing Balance Sheet becomes final, as described in Section 2.7(a)(iii) , Buyer shall pay to Seller the Holdback less the amount, if any, by which the Purchase Price is adjusted downward in accordance with Section 2.7(b) (the "Purchase Price Adjustment" ).

(d) In the event that the Purchase Price Adjustment exceeds the Holdback, the amount by which the Purchase Price Adjustment exceeds the Holdback will be paid by Seller to Buyer not later than the 5 ^th day after Final Closing Balance Sheet becomes final, as described in Section 2.7(a)(iii) .

ARTICLE III.

CLOSING

3.1 Closing . The Closing of the transactions contemplated herein (the "Closing" ) shall be held immediately following the close of business on the Closing Date at the offices of Seller, unless the parties hereto otherwise agree.

3.2 Conveyances at Closing.

(a) Instruments and Possession . To effect the sale and transfer referred to in Section 2.1 hereof, Seller will, at the Closing, execute and deliver to Buyer:

(i) one or more bills of sale, in the form attached hereto as Exhibit A , conveying in the aggregate all of Seller’s owned personal property included in the Purchased Assets;

(ii) subject to Section 9.2 hereof, an Assignment and Assumption of Lease with Consent of Landlord substantially in the form attached hereto as Exhibit B , with respect to the Lease;

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(iii) an Assignment and Acceptance of Purchased Assets, substantially in the form of Exhibit C attached hereto, with respect to the Contract Rights;

(iv) an Assignment of Proprietary Rights substantially in the form attached hereto as Exhibit D , in recordable form to the extent necessary to assign such rights;

(v) the Ancillary Agreements; and

(vi) such other instruments as shall be reasonably requested by Buyer to vest in Buyer title in and to the Purchased Assets in accordance with the provisions hereof.

(b) Instruments and Payment . Upon the terms and subject to the conditions contained herein, Buyer will, at the Closing, execute and deliver to Seller:

(i) an instrument of assumption substantially in the form attached hereto as Exhibit E , evidencing Buyer’s assumption, pursuant to Section 2.2 hereof, of the Assumed Liabilities;

(ii) such other instruments as shall be reasonably requested by Seller; and

(iii) payment of the Closing Payment.

(c) Form of Instruments . To the extent that a form of any document to be delivered hereunder is not attached as an exhibit hereto, such document shall be in form and substance, and shall be executed and delivered in a manner, reasonably satisfactory to Buyer and Seller.

(d) Certificates . Buyer and Seller shall deliver the certificates and other matters described in Articles VII and VIII hereof.

(e) Consents . Subject to Section 9.2 hereof, Seller shall deliver all Permits that are transferable and any third party consents required in connection with the transfer of Assets contemplated by this Agreement.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SELLER AND THE SHAREHOLDER

Seller and the Shareholder hereby represent and warrant to Buyer as follows, except as otherwise set forth on the Disclosure Schedule, which representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:

4.1 Organization of Seller . Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to do business and is in good standing in each jurisdiction where the character of its properties owned or leased or the nature of its activities make such qualification necessary, except where the failure to be so qualified or in good standing would not have a material adverse effect on the

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Purchased Assets or the Business. Copies of the organizational documents of Seller, and all amendments thereto, heretofore delivered to Buyer are accurate and complete as of the date hereof. Section 4.1 of the Disclosure Schedule contains a true, correct and complete list of all jurisdictions in which Seller is qualified to do business as a foreign corporation. The Shareholder is the record and beneficial owner of all of the outstanding capital stock of Seller.

4.2 Subsidiaries . Seller does not have any subsidiaries which are used by Seller in the conduct of the Business or which own any of the Assets. Seller has no direct or indirect stock or other equity or ownership interest (whether controlling or not) in any corporation, association, partnership, joint venture or other entity.

4.3 Authorization . Seller has all requisite power and authority, and has taken all corporate action necessary, to own, lease and operate the Purchased Assets, to conduct the Business as it is presently being conducted, to execute and deliver this Agreement (including the exhibits hereto), to consummate the transactions contemplated hereby and to perform its obligations hereunder. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby have been duly approved by the board of directors of Seller. No other corporate proceedings on the part of Seller are necessary to authorize this Agreement and the transactions contemplated hereby. The Shareholder has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement (including the exhibits hereto, including, without limitation, the Ancillary Agreements to which such Shareholder is a party), to consummate the transactions contemplated hereby and to perform its obligations hereunder. This Agreement has been duly executed and delivered by Seller and the Shareholder and is a legal, valid and binding obligation of Seller and the Shareholder enforceable against each of them in accordance with its terms.

4.4 Assets . Seller has and will transfer good and marketable title to the Purchased Assets and upon the consummation of the transactions contemplated hereby, Buyer will acquire good title to all of the Purchased Assets, free and clear of any Encumbrances.

4.5 Facilities . Section 4.5 of the Disclosure Schedule describes or attaches a copy of the Lease. The Lease is valid, binding and enforceable against Seller in accordance with its terms and is in full force and effect; no event of default has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default thereunder on the part of Seller; and Seller has no knowledge of the occurrence of any event of default which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default thereunder by any other party.

(a) Actions . Except as set forth on Section 4.5 of the Disclosure Schedule, there are no pending or, to the knowledge of Seller, threatened condemnation proceedings with respect to the Facilities, or litigation or administrative actions relating to the Facilities.

(b) Leases or Other Agreements . Except for the Lease with respect to the Facilities, there are no leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any person the right to purchase, use or occupy the Facilities, or any real property in connection with the Business or any portion thereof or interest in the Facilities or real property.

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(c) Leased Real Property . With respect to the Lease for the Facilities, Seller has and will transfer to Buyer at the Closing by written assignments obtained by Buyer (with Seller’s cooperation) an unencumbered interest as the tenant in the Leasehold Estate. Seller enjoys peaceful and undisturbed possession of such Leased Real Property, subject to the rights set forth in the Lease of the fee owner, and Seller has in all material respects performed all of the obligations required by the Lease to be performed by it through the date hereof.

(d) Certificate of Occupancy . To Seller’s knowledge, the Facilities have received all required approvals of governmental authorities (including, without limitation, Permits and certificates of occupancy or other similar certificates permitting lawful occupancy of the Facilities) required in connection with the operation of the Business at the Facilities.

(e) Utilities . The Facilities are supplied with utilities at the lessee’s expense (including, without limitation, water, sewage, disposal, electricity and telephone) and other services necessary for the operation of the Facilities as currently operated.

(f) Improvements, Fixtures and Equipment . The improvements constructed on the Facilities, including, without limitation, all Leasehold Improvements, and all Fixtures and Equipment and other tangible assets owned, leased or used by Seller at the Facilities are (i) insured to the extent and in a manner customary in the industry, (ii) structurally sound with no known material defects, (iii) in good operating condition and repair, subject to ordinary wear and tear, (iv) not in need of maintenance or repair except for ordinary routine maintenance and repair, the cost of which would not be material to the Business and (v) to Seller’s knowledge, in conformity, in all material respects, with all applicable laws, ordinances, orders, regulations and other requirements relating thereto currently in effect. None of the improvements is subject to any commitment or other arrangement for its sale or use by any affiliate of Seller or third parties.

(g) No Special Assessment . Seller has not received notice of any special assessment relating to the Facilities or any portion thereof, and to Seller’s knowledge there is no pending or threatened special assessment.

4.6 Contracts and Leases.

(a) Contracts . Section 4.6 of the Disclosure Schedule sets forth a complete and accurate list of all Contracts and leases of the following categories:

(i) Contracts with Seller’s customers and suppliers, including, but not limited to, purchase orders from customers and issued to suppliers, listed in Section 4.25 of the Disclosure Schedule;

(ii) Employment contracts and severance agreements, including, without limitation, Contracts (A) to employ or terminate executive officers or other personnel and other contracts with present or former officers, directors or shareholders of Seller or (B) that will result in the payment by, or the creation of any commitment or obligation (absolute or contingent) to pay on behalf of Seller any severance, termination, "golden parachute," or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement;

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(iii) Labor or union contracts;

(iv) Distribution, franchise, merchandise, license, sales, commission, consulting agency, advertising contracts or trade show contracts related to the Assets or the Business which are not cancelable on thirty (30) calendar days notice;

(v) Options with respect to any property, real or personal, whether Seller shall be the grantor or grantee thereunder;

(vi) Contracts involving expenditures or liabilities, actual or potential, in excess of $25,000 or otherwise material to the Business or the Assets;

(vii) Contracts or commitments relating to commission arrangements with others;

(viii) Promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money in connection with the Business, individually in excess of $25,000 or in the aggregate in excess of $50,000, whether Seller shall be the borrower or guarantor thereunder or whereby any Assets are pledged (excluding credit provided by Seller in the ordinary course of Seller’s Business to purchasers of its products);

(ix) Contracts containing covenants limiting the freedom of Seller or any officer or director of Seller to engage in any line of business or compete with any person;

(x) Any Contract with the United States, state or local government or any agency or department thereof involving expenditures or liabilities in excess of $25,000;

(xi) Leases of real property other than the Lease; and

(xii) Leases of personal property not cancelable (without liability) within thirty (30) calendar days.

Seller has delivered to Buyer true, correct and complete copies of all of the Contracts and leases listed on Section 4.6 of the Disclosure Schedule, including all amendments and supplements thereto, except Contracts and leases not included as Purchased Assets.

(b) Absence of Breaches or Defaults . All of the Contracts are valid and in full force and effect. Seller has duly performed all of its obligations under the Contracts to the extent those obligations to perform have accrued, and no material violation of, or material default or breach under any Contracts by Seller or, to the knowledge of Seller, any other party, has occurred and neither Seller nor, to the knowledge of Seller, any other party has repudiated any provisions thereof.

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(c) Product Warranty . Seller has committed no act, and there has been no omission, which may result in, and to the knowledge of Seller, there has been no occurrence which may give rise to, product liability or liability for breach of warranty (whether covered by insurance or not) on the part of Seller, with respect to products designed, manufactured, assembled, repaired, maintained, delivered or installed or services rendered prior to or on the Closing Date.

(d) Consents and Enforceability . Section 4.6 of the Disclosure Schedule sets forth all consents required for the assignment by Seller to Buyer of the rights, benefits and claims and Buyer’s assumptions of obligations under the Contracts. Except as set forth on Section 4.6 of the Disclosure Schedule, (a) none of the rights of Seller in the Contracts transferred to Buyer will be materially impaired by reason of the consummation of the transactions contemplated by this Agreement and (b) all of the rights of Seller in those Contracts assumed by Buyer will be enforceable by Buyer after the Closing to the same extent as if such transactions had not been consummated.

4.7 Permits . Seller has all Permits required to conduct the Business as now being conducted, except such Permits the failure of which to obtain would not have a material adverse effect on the Purchased Assets or the Business. All Permits of Seller are valid and in full force and effect and are listed on Section 4.7 of the Disclosure Schedule. Except as disclosed on Section 4.7 of the Disclosure Schedule, no notice to, declaration, filing or registration with, or Permit from, any domestic or foreign governmental or regulatory body or authority, or any other person or entity, is required to be made or obtained by Seller or the Shareholder in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby.

4.8 No Conflict or Violation . Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby, nor compliance by Seller with any of the provisions hereof, will (a) violate or conflict with any provision of the organizational documents of Seller, (b) violate, conflict with, or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Encumbrance upon any of the Purchased Assets under, any of the terms, conditions or provisions of any Contract, Lease, Permit or other instrument or obligation (i) to which Seller is a party or (ii) by which the Purchased Assets are bound, (c) to Seller’s knowledge, violate any statute, rule, regulation, ordinance, code, order, judgment, ruling, writ, injunction, decree, Permit or award, (d) impose any Encumbrance, restriction or charge on the Purchased Assets or the Business except in the case of each of clauses (a), (b), (c) and (d) above, for such violations, conflicts, breaches, defaults, terminations, accelerations or creations of Encumbrances which, in the aggregate would not have a material adverse effect on the Purchased Assets, the Business or on the ability of Seller or the Shareholder to consummate the transactions contemplated hereby.

4.9 Financial Statements and Subsequent Events

(a) Financial Statements . Seller has delivered to Buyer the following financial statements (collectively, the "Financial Statements" ): (i) audited balance sheets and

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statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2002, December 31, 2003, December 31, 2004, December 31, 2005, and December 31, 2006, (the "Most Recent Fiscal Year End" ) for the Shareholder; (ii) unaudited balance sheets and statements of income as of and for the fiscal years ended December 31, 2003, December 31, 2004, December 31, 2005 and December 31, 2006 for Seller and (iii) unaudited balance sheet and statement of income (the "Most Recent Financial Statements" ) as of and for the month ended February 28, 2007 (the "Most Recent Fiscal Month End" ) for Seller. The Financial Statements (including, in the case of the Financial Statements described in clause (i) above, the notes thereto) have been prepared in accordance with GAAP throughout the periods covered thereby except as set forth in Section 4.9 of the Disclosure Schedule, to the extent applicable to Seller, present fairly the financial condition of Seller as of such dates and the results of operations of Seller for such periods, are correct and complete in all material respects, and, to the extent applicable to Seller, are consistent with the books and records of Seller (which books and records are correct and complete); provided, however, that the Most Recent Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and the Financial Statements described in clauses (ii) and (iii) above lack footnotes and other presentation items.

(b) Events Subsequent to Most Recent Fiscal Year End . Since the Most Recent Fiscal Year End, there has not been any material adverse change with respect to the Business or the Assets. Without limiting the generality of the foregoing, since that date:

(i) the Seller has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for fair consideration in the ordinary course of Business;

(ii) the Seller has not entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) either involving more than $25,000 or outside the ordinary course of its Business;

(iii) no party (including the Seller) has accelerated, terminated, modified, or cancelled any Contract (or series of related Contracts) involving more than $25,000 to which Seller is a party or by which it is bound;

(iv) the Seller has not imposed or permitted to exist any Encumbrances upon any of its assets, tangible or intangible;

(v) the Seller has not made any capital expenditure (or series of related capital expenditures) either involving more than $25,000 or outside the ordinary course of its Business;

(vi) the Seller has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $25,000 or outside the ordinary course of its Business;

(vii) the Seller has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $25,000 singly or $50,000 in the aggregate;

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(viii) the Seller has not delayed or postponed the payment of accounts payable and other liabilities outside the ordinary course of its Business;

(ix) the Seller has not cancelled, compromised, waived, or released any right or claim (or series of related rights and claims) either involving more than $25,000 or outside the ordinary course of its Business;

(x) the Seller has not transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Proprietary Rights;

(xi) the Seller has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock;

(xii) the Seller has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property;

(xiii) the Seller has not made any loan to, or entered into any other transaction with, any of the directors, officers, and employees of the Seller or the Shareholder outside the ordinary course of its Business;

(xiv) the Seller has not entered into or terminated any employment contract or collective bargaining agreement, written or oral, or modified the terms of any existing such contract or agreement;

(xv) the Seller has not granted any increase in the base compensation of any of the directors, officers, and employees of Seller outside the ordinary course of its Business;

(xvi) the Seller has not adopted, amended, modified, or terminated any bonus, profit sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of the directors, officers, and employees of the Seller;

(xvii) the Seller has not made any other change in employment terms for any of the directors, officers, and employees of the Seller outside the ordinary course of its Business;

(xviii) the Seller has not made or pledged to make any charitable or other capital contribution in excess of $10,000 outside the ordinary course of its Business; and

(xix) the Seller has not committed to any of the foregoing.

4.10 Books and Records . Seller has made and kept (and given Buyer access to) Books and Records and accounts, which, in reasonable detail, accurately and fairly reflect the activities of Seller. The minute books of Seller previously delivered to Buyer accurately and adequately reflect all action previously taken by the shareholders, board of directors and committees of the

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board of directors of Seller. The copies of the stock book records of Seller previously delivered to Buyer are true, correct and complete, and accurately reflect all transactions effected in Seller’s stock through and including the date hereof.

4.11 Litigation . Except as set forth on Section 4.11 of the Disclosure Schedule, there is no action, order, writ, injunction, judgment or decree outstanding or any claim, suit, litigation, proceeding, labor dispute, arbitral action, governmental audit or investigation (collectively, "Actions") pending or, to Seller’s knowledge, threatened or anticipated (a) against, related to or affecting (i) Seller, the Business or the Assets, (ii) any officers or directors of Seller as such or (iii)any shareholder of Seller in such shareholder’s capacity as a shareholder of Seller, (b) against Seller or the Shareholder seeking to delay, limit or enjoin the transactions contemplated by this Agreement, (c) that involve the risk of criminal liability to Seller, its directors or officers acting as such or (d) in which Seller is a plaintiff, including any derivative suits brought by or on behalf of Seller. Seller is not in default with respect to or subject to any judgment, order, writ, injunction or decree of any court or governmental agency, and there are no unsatisfied judgments against Seller, the Business or the Assets. There is not a reasonable likelihood of an adverse determination of any pending Actions that would have a material adverse effect on the Business or the Assets.

4.12 Labor Matters . Seller is not a party to any labor agreement with respect to its employees with any labor organization, union, group or association, and there are no employee unions (nor any other similar labor or employee organizations) under local statutes, custom or practice. In the past five years, Seller has not experienced any attempt by organized labor or its representatives to make Seller conform to demands of organized labor relating to its employees or to enter into a binding agreement with organized labor that would cover the employees of Seller. There is no labor strike or labor disturbance pending or, to Seller’s knowledge, threatened against Seller nor is any grievance currently being asserted, and in the past five years Seller has not experienced a work stoppage or other labor difficulty. To Seller’s knowledge, Seller is in compliance in all material respects with all applicable laws respecting employment practices, employee documentation, terms and conditions of employment and wages and hours and is not and has not engaged in any unfair labor practice. There is no unfair labor practice charge or complaint against Seller pending before the National Labor Relations Board or any other domestic or foreign governmental agency arising out of the conduct of the Business, and to Seller’s knowledge, there are no facts or information which would give rise thereto.

4.13 Liabilities . Other than the Excluded Liabilities, to Seller’s knowledge, Seller has no material liabilities, obligations or commitments of any nature (whether absolute, accrued, contingent or otherwise and whether matured or unmatured related to or otherwise connected to the Business), including, without limitation, Tax liabilities due or to become due, except liabilities shown on the balance sheet of Seller for the Most Recent Fiscal Year End or those arising after the date of the Most Recent Fiscal Year End under Contracts, Leases, Permits, business arrangements and commitments in the ordinary course of the Business or as described in the Disclosure Schedule (and under those Contracts which are not required to be disclosed on the Disclosure Schedule).

4.14 Compliance with Law . Seller and the conduct of the Business have not violated and are in compliance with all laws, statutes, ordinances, regulations, rules and orders of any

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foreign, federal, state or local government and any other governmental department or agency, and any judgment, decision, decree or order of any court or governmental agency, department or authority, including, without limitation, Environmental Laws, relating to the Assets or the Business or operations of Seller, except where the violation or failure to comply, individually or in the aggregate, would not have a material adverse effect on the Assets or the Business. Seller and the conduct of the Business are in conformity with all energy, public utility, zoning, building and health codes, regulations and ordinances, OSHA and Environmental Laws and all other foreign, federal, state, and local governmental and regulatory requirements, except where any nonconformity would not have a material adverse effect on the Assets or the Business. Seller has not received any notice to the effect that, or otherwise been advised that, it is not in compliance with any such statutes, regulations, rules, judgments, decrees, orders, ordinances or other laws, and Seller has no reason to anticipate that any existing circumstances are likely to result in violations of any of the foregoing which failure or violation would, in any one case or in the aggregate, have a material adverse effect on the Assets or the Business.

4.15 No Brokers . Except as set forth on Section 4.15 of the Disclosure Schedule, neither Seller nor any of its officers, directors, employees, shareholders or affiliates has employed or made any agreement with any broker, finder or similar agent or any person or firm which will result in the obligation of Buyer or any of its affiliates to pay any finder’s fee, brokerage fees or commission or similar payment in connection with the transactions contemplated hereby.

4.16 No Other Agreements To Sell the Assets . Neither Seller nor any of its officers, directors, shareholders or affiliates has any commitment or legal obligation, absolute or contingent, to any other person or firm (other than Buyer) to sell, assign, transfer or effect a sale of any of the Assets (other than inventory in the ordinary course of business), to sell or effect a sale of a majority of the capital stock of Seller, to effect any merger, consolidation, liquidation, dissolution or other reorganization of Seller, or to enter into any agreement or cause the entering into of an agreement with respect to any of the foregoing.

4.17 Proprietary Rights.

(a) Proprietary Rights . Section 4.17 of the Disclosure Schedule lists all of Seller’s federal, state and foreign registrations of trademarks and of other marks, trade names or other trade rights, and all pending applications for any such registrations, and all of Seller’s patents and copyrights, and all pending applications therefor, in which Seller has any interest whatsoever, that are used by or on behalf of Seller in connection with the Business (collectively, " Proprietary Rights "). The Proprietary Rights listed on the Disclosure Schedule comprise all of the material proprietary rights used by Seller in connection with the Business.

(b) Royalties and Licenses . No person has a right to receive a royalty or similar payment in respect of any Proprietary Rights whether or not pursuant to any contractual arrangements entered into by Seller. Seller has no licenses granted, sold or otherwise transferred by or to it nor other agreements to which it is a party, relating in whole or in part to any of the Proprietary Rights.

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(c) Ownership and Protection of Proprietary Rights . Seller owns and has the sole right to use each of the Proprietary Rights. Except as set forth on Section 4.17 of the Disclosure Schedule and except for applications pending, all of the trademarks listed on Section 4.17 of the Disclosure Schedule (collectively, the "Trademarks") have been duly issued and, except as set forth on Section 4.17 of the Disclosure Schedule, all of the other Proprietary Rights exist, are registered and are subsisting. None of the Proprietary Rights is involved in any pending or, to Seller’s knowledge, threatened litigation. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Trademarks. Seller has taken all reasonable and prudent steps to protect the Proprietary Rights from infringement by any other firm, corporation, association or person. To Seller’s knowledge, no other firm, corporation, association or person (i) has the right to use any such Trademarks on the goods on which they are now being used in the market for communications devices, namely pagers and transmitters ("Seller’s Market Area") either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such firm, corporation, association or person, to cause confusion with the Trademarks or to cause a mistake or to deceive, (ii) has notified Seller or the Shareholder that it is claiming any ownership of or right to use such Proprietary Rights or (iii) is infringing upon any such Proprietary Rights in any way. To Seller’s knowledge, Seller’s use of the Proprietary Rights is not infringing upon or otherwise violating the rights of any third party in or to such Proprietary Rights, and no proceedings have been instituted against or notices received by Seller or the Shareholder that are presently outstanding alleging that Seller’s use of the Proprietary Rights infringes upon or otherwise violates any rights of a third party in or to such Proprietary Rights. To Seller’s knowledge, all of the Proprietary Rights are valid and enforceable rights of Seller in Seller’s Market Area and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.

4.18 Employee Plans . Buyer shall not incur or assume any liability with respect to any Employee Plan involving any employee or former employee of Seller as a result of the transactions contemplated by this Agreement.

4.19 Transactions with Certain Persons . No officer, director or employee of Seller nor any member of any such person’s immediate family is presently, or within the past three years has been, a party to any transaction with Seller relating to the Business, including, without limitation, any contract, agreement or other arrangement (a) providing for t