ASSET PURCHASE AGREEMENT BY AND BETWEEN TELULAR CORPORATION AS PURCHASER, CSI WIRELESS INC. AND CSI WIRELESS LLC AS SELLERS DATED AS OF APRIL 21, 2006

Exhibit 10.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

BY AND BETWEEN

TELULAR CORPORATION

AS PURCHASER,

CSI WIRELESS INC. AND

CSI WIRELESS LLC

AS SELLERS

DATED AS OF APRIL 21, 2006

TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT

          ASSET PURCHASE AGREEMENT (this “ Agreement ”), dated as of April 21, 2006, between TELULAR CORPORATION, a Delaware corporation (“ Purchaser ”), CSI WIRELESS INC., a corporation incorporated under the laws of the Province of Alberta (“ Canadian Parent ”), and CSI WIRELESS LLC, a limited liability company organized under the laws of the State of Delaware (“ US Seller ” and together with Canadian Parent, as appropriate, “ Sellers ”). Certain capitalized terms used in this Agreement are defined in Exhibit A .

W I T N E S S E T H :

          WHEREAS, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, certain of Sellers’ assets used and useful in connection with the operation of Sellers’ fixed wireless telephone division business (the “ Business ”).

          NOW, THEREFORE, in consideration of the mutual benefits to be derived from this Agreement and of the representations, warranties, conditions, agreements and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
PURCHASE AND SALE

          1.1 Purchase and Sale of Assets . Pursuant to the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.4 ) Sellers shall sell, convey, transfer and assign to Purchaser, free and clear of all mortgages, liens, charges, claims, pledges or other encumbrances (“ Liens ”), other than Permitted Liens (as defined in Section 2.2(a) ), and Purchaser shall purchase from Sellers, the Purchased Assets (as defined in Section 1.2(a) ), and Sellers shall assign to Purchaser, and Purchaser shall assume from Sellers, the Assumed Liabilities (as defined in Section 1.3(a) ).

          1.2 Purchased Assets; Excluded Assets .

          (a) The term “ Purchased Assets ” means, except for the Excluded Assets (as defined in Section 1.2(b) ), all of Sellers’ right, title and interest in and to all properties and assets (tangible or intangible) used or held by Sellers in connection with the Business, including the following:

               (i) Sellers’ leasehold or license interest in all of the real property leased or licensed by Sellers that is occupied, used or held for use in connection with the Business and all improvements thereon as described on Schedule 1.2(a)(i) (the “ Leased Real Property ”);

               (ii) certain tangible assets and properties, including inventory (including work-in-progress at Closing), raw materials, machinery and equipment, spare parts and supplies, accessories, tooling, tools, furniture, computers, central information technology

resources, office equipment and supplies, furnishings and fixtures, physically located on the Leased Real Property or owned, used or held for use by or on behalf of Sellers in connection with the Business, including without limitation any of the foregoing owned by Sellers as inventory, all as described on Schedule 2.2(b) (the “ Tangible Personal Property ”);

               (iii) copies of all information and data, compliance records, sales and business records, books of account, files, invoices, inventory records, accounting records, correspondence, technical information and engineering data, product designs and documentation, current and as-built plans and specifications, maintenance, operating and production records, sales studies, lists of clients and other sales and promotional materials, marketing and demographic data, price lists, publications, vendor and supplier lists and records, cost and pricing information, business plans, quality control records and manuals, blueprints, litigation and regulatory files, human resources and employee benefits records as permitted by law, customer credit records and all other books, documents and records used or held for use in connection with the Business or relating to the Purchased Assets, wherever located and whether in paper, digital or other tangible or intangible form;

               (iv) subject to Sections 1.2(b)(viii) and 1.3(b)(vii) , all rights of Sellers in, to and under (A) those contracts, leases, licenses, agreements and other instruments (“ Contracts ”) set forth on Schedule 2.9 , (B) all other Contracts in effect on the date hereof relating to the Business and not required to be set forth on Schedule 2.9 by reason of the materiality threshold set forth in Section 2.9 , and (C) the Contracts relating to the Business entered into after the date hereof and before the Closing Date in accordance with Section 4.2 and the other terms and conditions of this Agreement (collectively, the “ Assumed Contracts ”), including all rights to receive goods and services purchased pursuant to such Assumed Contracts, and to assert claims and take other actions in respect of breaches or other violations thereof;

               (v) subject to Section 2.11 , all permits, licenses, franchises, approvals, consents, registrations, clearances, variances, exemptions, orders, certificates or authorization by or of any Governmental Authority (“ Permits ”), and all applications for Permits, together with any renewals, extensions, and modifications thereof and additions thereto;

               (vi) all of Sellers’ prepayments, deposits, deferred charges, advance payments, claims for refunds and prepaid expenses to the extent they relate to the Business or the Assumed Liabilities, except to the extent related to the Excluded Assets or Excluded Liabilities;

               (vii) all claims, counterclaims, credits, causes of action, rights of recovery, and rights of indemnification or setoff against third parties and other claims to the extent they arise out of or relate to the Business or the Assumed Liabilities and all other intangible property rights which relate to the operations of Sellers or the Assumed Liabilities, except to the extent related to the Excluded Assets or Excluded Liabilities;

               (viii) all intellectual property used in the Business, including (without limitation) all patents, copyrights, trademarks, service marks, logos (in each case, including applications therefor), know-how, trade secrets, and product designs and documentation and all Sellers’ rights in and to the proprietary or trade names for Sellers’ products used in the Business, and any derivative of the foregoing, together with all goodwill associated with the foregoing and

the intellectual property set forth in Schedule 2.8 ; provided , that the right to use the CSI Wireless name on or in connection with existing products purchased by Purchaser from Sellers under this Agreement for such products shipped within one year of Closing or in connection with any support or maintenance for such products at any time, the manner of use of the name to be subject to Canadian Parent’s prior written consent, not to be unreasonably withheld;

               (ix) all Sellers’ rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products sold or services provided to Sellers for or in connection with the Business or covering Tangible Personal Property;

               (x) all of Sellers’ rights to insurance proceeds received or receivable in respect of any loss or casualty under all insurance policies of Sellers to the extent that such policies cover any Assumed Liabilities;

               (xi) all proceeds, net of any direct out-of-pocket cost of disposition, from the sale or other disposition after the date of this Agreement and prior to the Closing Date of any asset that (A) is of a type permitted or required by GAAP to be treated as a fixed asset on the books of the Business and (B) but for such sale or other disposition prior to the Closing would be a Purchased Asset;

               (xii) all telephone numbers, websites and domain names that are used or held for use in or otherwise related to, useful in or necessary for the conduct of, the Business, except as otherwise set forth on Schedule 1.2(b) ; and

               (xiii) all goodwill associated with the Business or the Purchased Assets, together with the right to represent to third parties that Purchaser is the successor to the Business.

          (b) Purchaser shall not acquire from Sellers pursuant to this Agreement any of the Excluded Assets. “ Excluded Assets ” means:

               (i) all rights, titles and interests in and to all properties and assets (tangible or intangible) used or held by Sellers that are not used in connection with the Business;

               (ii) Sellers’ corporate charters, minute books, stock records and corporate seals, original book of account, accounting records and related correspondence;

               (iii) any of Sellers’ rights under this Agreement and the other agreements, certificates and documents delivered in connection herewith;

               (iv) Tangible Personal Property disposed of or consumed in the ordinary course of Business and in accordance with Section 4.2 and the other terms of this Agreement, before the Closing Date;

               (v) real or personal property listed on Schedule 1.2(b) ;

               (vi) Sellers’ accounts receivable and any unbilled amounts owed for good or services provided by Sellers prior to the Closing Date;

               (vii) cash and cash equivalents, bank accounts, passive investments and other securities on hand and in accounts;

               (viii) any Contract that is not an Assumed Contract, including without limitation the License Agreement made as of April 20, 2006 between US Seller and Canadian Parent (the “ CSI Contract ”) and the purchase orders contract made as of February 23 and 26, 2006, between Canadian Parent and CTS Development Services Inc. and any additional purchase orders received from CTS Development Services Inc. (the “ CTS Contract ”);

               (ix) any rights of Sellers to insurance proceeds received or receivable in respect of any loss or casualty under any insurance policies owned by Sellers, except to the extent that any such policies cover any Assumed Liability;

               (x) refunds or claims for refunds with respect to Taxes paid or to be paid by Sellers with respect to the period through the Closing Date;

               (xi) any assets needed by Sellers to perform their continuing obligation under the CSI Contract or the CTS Contract, or any assets located in or relating to the conduct of business in or with Cuba or any person or entity located therein, which assets are identified on Schedule 1.2(b) ;

               (xii) any rights or obligations arising out of the guarantee dated June 3, 2005 provided by Canadian Parent to Freescale Service Contractor, Inc. relating to Honor Tone Limited; and

               (xiii) any other assets listed on Schedule 1.2(b) .

          1.3 Assumed Liabilities; Excluded Liabilities .

          (a) Pursuant to the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall assign to Purchaser, and Purchaser shall assume from Sellers, only the Assumed Liabilities. “ Assumed Liabilities ” means:

               (i) to the extent not excluded pursuant to Section 1.3(b) , liabilities, obligations and commitments under the Assumed Contracts accruing with respect to the period commencing on Closing Date; excluding , however , any liability or obligation arising from or relating to any performance, non-performance or other action occurring prior to the Closing Date; and

               (ii) Sellers’ warranty obligations to their customers with respect to the Business, to the extent (i) set forth on Schedule 1.3(a) or (ii) incurred by Sellers subsequent to the date hereof and prior to the Closing Date in the ordinary course of business, consistent with past practice, and with notice to Purchaser.

          (b) Purchaser expressly does not assume and shall not become liable to pay, perform or discharge, any obligation or liability whatsoever of Sellers or relating to the Business or any of the Purchased Assets other than the Assumed Liabilities. All obligations, liabilities and commitments other than the Assumed Liabilities are referred to herein as the “ Excluded

Liabilities. ” Without limitation of the foregoing, the term “ Excluded Liabilities ” includes the following liabilities, whether accrued or fixed, absolute or contingent, known or unknown, determined or determinable, and, unless otherwise expressly provided herein, whenever arising:

               (i) any liabilities and obligations relating to or arising out of the Excluded Assets;

               (ii) any liability of Sellers, or any member of any consolidated, affiliated, combined or unitary group of which Sellers are or have been a member, for Taxes attributable to any period (or portion thereof) ending on or prior to the Closing Date, including any Taxes which are not due or assessed until after the Closing Date but which relate to the period prior to the Closing Date, except to the extent included as liabilities on the Final Closing Balance Sheet; provided , that Transfer Taxes and Apportioned Obligations shall be paid in the manner specified in Section 4.6 hereof;

               (iii) any claim, demand, liability or obligation of any nature whatsoever (including claims, demands, liabilities or obligations in respect of environmental matters, occupational safety, workers’ or workmen’s compensation, grievance proceedings or actual or threatened litigation, suits, claims, demands or governmental proceedings) which arose or was incurred before the Closing Date, or which arises from or is based on events occurring or conditions existing before the Closing Date, including, without limitation, liabilities for any litigation disclosed on Schedule 2.10 arising on or before the Closing Date;

               (iv) except as set forth in Section 4.14 , any liabilities or obligation with respect to the employees of Sellers, including any deferred compensation obligation, any payment or obligation to any employee of Sellers, and any other liability or obligation arising under any Plan or other compensation arrangement of Sellers which arose or was incurred before the Closing Date, or which arises from or is based on events occurring or conditions existing before the Closing Date or arising out of a sale of the Purchased Assets;

               (v) any liability or obligation of Sellers under this Agreement and the other agreements, certificates and documents delivered in connection herewith or otherwise in connection with the transactions contemplated hereby and thereby, including all legal, accounting, brokerage, investment banking and finder’s fees or other fees and expenses incurred by or on behalf of Sellers in connection with this Agreement and the transactions contemplated hereby;

               (vi) any liability or obligation for any indebtedness of Sellers for borrowed money, including without limitation any promissory notes evidencing such indebtedness and any guaranties thereof;

               (vii) any obligation, liability or commitment under the Assumed Contracts to the extent such obligation, liability or commitment relates to the period prior to the Closing Date, and any obligation, liability or commitment under any Contract that is not an Assumed Contract, except to the extent included as a liability on the Final Closing Balance Sheet;

               (viii) any liability or obligation for any defects in or damages arising out of any goods or services sold by Sellers, except for the warranty obligations assumed pursuant to Section 1.3(a)(ii) ;

               (ix) liabilities for the accounts payable and other operating expenses accrued by Sellers with respect to the Business for all periods prior to the Closing in the ordinary course of business; and

               (x) liabilities of Sellers under or with respect to the CSI Contract, the CTS Contract or any other contract or obligation of Sellers that relates to the conduct of business in Cuba.

          1.4 Closing . Subject to the conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Covington & Burling, 1201 Pennsylvania Avenue, N.W., Washington, D.C., at 10:00 a.m. local time on May 1, 2006, or such other time and place as Purchaser and Sellers may agree to in writing (such date of the Closing hereinafter referred to as the “ Closing Date ”) and shall be deemed to be effective as of 12:01 am on the Closing Date.

          1.5 Purchase Price . In consideration of the sale of the Purchased Assets and Sellers’ other covenants and obligations hereunder, Purchaser shall pay a purchase price in an aggregate amount of $9.4 million (the “ Base Purchase Price ”), as such amount is adjusted in accordance with Section 1.6 , plus the assumption of the Assumed Liabilities, plus the earn-out as specified in Section 1.7 . At the Closing, Purchaser shall pay the Base Purchase Price as follows::

          (a) $3.4 million, adjusted by the Estimated Working Capital Adjustment, if any (as determined pursuant to Section 1.6(a) ) (the “ Cash Purchase Price ”) by wire transfer of same day funds; and

          (b) an aggregate number of shares of Purchaser Common Stock equal to $6.0 million divided by the Purchaser Share Price (the “ Initial Purchaser Shares ”).

          1.6 Post-Closing and Working Capital Adjustment .

          (a) In the event that that Final Working Capital (as defined below) is different than $0, the Purchase Price shall be adjusted by the “ Working Capital Adjustment. ” “ Working Capital ” shall consist of (x) Sellers’ inventory, undelivered material on order pursuant to purchase orders issued by Sellers or issued by contract manufacturers as permitted by Sellers’ agreements with such contract manufacturers (“ Undelivered Material ”), offset by a reserve equal to the amount, if any, by which the cost of the Undelivered Material exceeds the fair market value thereof as agreed by Purchaser and Sellers, and prepaid expenses and deposits relating to the Business, minus (y) the purchase price payable with respect to the Undelivered Material and a $40,000 warranty reserve, each as of 12:01 am on the Closing Date and as determined in accordance with Canadian GAAP (except as otherwise agreed by the parties). Sellers shall deliver to Purchaser not later than three Business Days prior to the Closing Date an estimate of the Working Capital as of the Closing Date (the “ Estimated Working Capital ”), prepared by Sellers in good faith in accordance with Canadian GAAP (except as otherwise agreed by the

parties) and in consultation with Purchaser, in order to determine the Estimated Working Capital Adjustment (as defined below). The “ Estimated Working Capital Adjustment ” shall be the amount, if any, by which the Estimated Working Capital is different than $0. If the Estimated Working Capital is greater than $0, then the Estimated Working Capital Adjustment shall be a positive amount. If the Estimated Working Capital is less than $0, then the Estimated Working Capital will be a negative amount.

          (b) Sellers shall prepare and deliver to Purchaser within 30 days after the Closing Date a determination by Sellers of the Working Capital as of the Closing Date (the “ Final Working Capital ”).

          (c) Purchaser shall have 30 days after receipt of the Final Working Capital to review Sellers’ books and records with respect to Sellers’ determination of the Final Working Capital and Purchaser and Sellers shall in good faith seek to reach agreement with respect thereto. If Purchaser does not notify Sellers within such 30-day period that it disputes the determination of Final Working Capital, then Purchaser shall be deemed to have agreed with it. If Purchaser notify Sellers within such 30-day period that it disputes the determination of Final Working Capital, then Sellers and Purchaser shall work together in good faith to resolve such dispute. If an agreement is reached during the 90 days following the Closing Date, then within ten Business Days following such agreement, Sellers shall pay to Purchaser or Purchaser shall pay to Sellers, as the case may be, an amount equal to the difference between (x) the Estimated Working Capital and (y) the Final Working Capital (such amount being referred to herein as the “ Adjustment Amount ”); provided , however , that in no event shall any Adjustment Amount payable by Purchaser to Sellers exceed the amount of the Estimated Working Capital Adjustment.

          (d) If the parties do not reach an agreement on the Final Working Capital within the 90 days following the Closing Date, then Sellers and Purchaser shall select an independent accounting firm of recognized national standing in the United States (the “ Arbitrating Firm ”) to resolve the disputed items. If Sellers and Purchaser do not agree on the Arbitrating Firm within five calendar days after the end of such 90-day period, then the Arbitrating Firm shall be a nationally recognized independent accounting firm in the United States selected by lot (after excluding one firm designated by Sellers and one firm designated by Purchaser). Purchaser and Sellers shall each inform the Arbitrating Firm in writing as to their respective positions with respect to the Final Working Capital, and each shall make available to the Arbitrating Firm any books and records and work papers relevant to the preparation of the Arbitrating Firm’s computation of the Final Working Capital. The Arbitrating Firm shall be instructed to complete its analysis within 30 days from the date of its engagement and upon completion to inform the parties in writing of its own determination of the Final Working Capital and the basis for its determination, whether its determination is within the Mid-Range (as defined in paragraph (e)  below) or if not, whether it is closer to Purchaser’s or Sellers’ written determination of the Final Working Capital. Any determination by the Arbitrating Firm in accordance with this Section 1.6(d) shall be final and binding on the parties. Within five days after the Arbitrating Firm delivers to the parties its written determination of the amount of the Final Working Capital, Sellers shall pay to Purchaser, or Purchaser shall pay to Sellers, as the case may be, the Adjustment Amount.

          (e) If the Arbitrating Firm’s determination of the Final Working Capital is within the Mid-Range, then Sellers and Purchaser shall each pay one-half of the fees and disbursements of the Arbitrating Firm in connection with its analysis. If not, then (i) if the Arbitrating Firm determines that the written position of Purchaser concerning the Final Working Capital is closer to its own determination, then Sellers shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis, or (ii) if the Arbitrating Firm determines that the written position of Sellers concerning the Final Working Capital is closer to its own determination, then Purchaser shall pay the fees and disbursements of the Arbitrating Firm in connection with its analysis. As used herein, the term “ Mid-Range ” means a range that (i) equals 20% of the absolute difference between the written positions of Purchaser and Sellers as to the Final Working Capital and (ii) has a midpoint equal to the average of such written positions of Purchaser and Sellers.

          (f) All payments to be made under this Section 1.6 shall be paid by wire transfer of same day funds to the account of the payee at a financial institution in the United States and shall for all purposes constitute an adjustment to the Purchase Price.

          1.7 Earn Out .

          (a) Sellers shall be entitled to receive, in addition to the Base Purchase Price, up to the number of shares of Purchaser Common Stock equal to $2.0 million divided by the Purchaser Share Price, depending on the India GSM Fixed Wireless Revenue (as defined below) earned by Purchaser after the Closing (the “ India Additional Purchaser Shares ”).

               (i) The number of India Additional Purchaser Shares to which Sellers are entitled shall be calculated and determined as follows:

(A) if the India GSM Fixed Wireless Revenue for the period from May 1, 2006 to the earlier of June 30, 2007 and 365 days following the national launch of GSM fixed wireless service (the “ National Launch Date ”) by Airtel (the “ GSM Earnout Period ”) is $0, then Sellers are not entitled to any India Additional Purchaser Shares;

(B) if the India GSM Fixed Wireless Revenue for the GSM Earnout Period meets or exceeds $40 million, then Sellers are entitled to all of the India Additional Purchaser Shares; or

(C) if the India GSM Fixed Wireless Revenue for the GSM Earnout Period meets or exceeds the lower end of the India GSM Forecast Range but is below the upper end of the India GSM Forecast Range, then Sellers shall be entitled to the India GSM Pro-Rata Portion of the India Additional Purchaser Shares.

               (ii) Purchaser agrees to provide notice of the National Launch Date to Sellers within 14 days thereof.

               (iii) For the purposes of this Section 1.7(a) , the following terms mean:

(A) “ India GSM Forecast Range ” means $0 to $40 million;

(B) “ India GSM Fixed Wireless Revenue ” means the aggregate gross revenue earned by Purchaser from the sale of fixed wireless phones shipped for sale in India; and

(C) “ India GSM Pro-Rata Portion ” means the fraction equal to India GSM Fixed Wireless Revenue divided by $40 million.

          (b) Sellers shall be entitled to receive, in addition to the Purchase Price, up to the number of shares of Purchaser Common Stock equal to $1.6 million divided by the Purchaser Share Price, depending on the TDMA Fixed Wireless Revenue (as defined below) earned by Purchaser after the Closing (the “ TDMA Additional Purchaser Shares ”).

               (i) The number of TDMA Additional Purchaser Shares to which Sellers are entitled shall be calculated and determined as follows:

(A) if the TDMA Fixed Wireless Revenue for the period from March 31, 2006 to December 31, 2006 (the “ TDMA Earnout Period ”) is $0, then Sellers are not entitled to any TDMA Additional Purchaser Shares;

(B) if the TDMA Fixed Wireless Revenue for the TDMA Earnout Period meets or exceeds $20 million, then Sellers are entitled to all of the TDMA Additional Purchaser Shares; or

(C) if the TDMA Fixed Wireless Revenue for the TDMA Earnout Period meets or exceeds the lower end of the TDMA Forecast Range but is below the upper end of the TDMA Forecast Range, then Sellers shall be entitled to the TDMA Pro-Rata Portion of the TDMA Additional Purchaser Shares.

               (ii) For the purposes of this Section 1.7(b) , the following terms mean:

(A) “ TDMA Forecast Range ” means $0 to $20 million;

(B) “ TDMA Fixed Wireless Revenue ” means the aggregate gross revenue earned by Purchaser from the sale of TDMA fixed wireless phones; and

(C) “ TDMA Pro-Rata Portion ” means the fraction equal to TDMA Fixed Wireless Revenue divided by $20 million.

          (c) Within 10 days following the end of each of the GSM Earnout Period and the TDMA Earnout Period, a senior officer of Purchaser will provide Sellers with an officer’s certificate certifying the amount of the India GSM Fixed Wireless Revenue for the GSM Earnout Period and the TDMA Fixed Wireless Revenue for the TDMA Earnout Period, respectively (each, a “ Revenue Certification ”). Sellers shall have the right to audit Purchaser’s books and

records pertaining to the India GSM Fixed Wireless Revenue for the GSM Earnout Period and the TDMA Fixed Wireless Revenue for the TDMA Earnout Period, respectively, for a period of 30 days after receiving the respective Revenue Certification (the “ Audit Period ”). Purchaser will allow Sellers’ auditor to conduct such audit during normal working hours and will provide such auditor with access to all relevant books, records and personnel as such auditor may reasonably require to conduct such audit.

          (d) Upon the expiration of the Audit Period (or on such earlier date as may be requested by Sellers upon their written acceptance of the Revenue Certification), Purchaser shall issue such number of shares of Purchaser Common Stock equal to the number of India Additional Purchaser Shares or TDMA Additional Purchaser Shares to which Sellers are entitled pursuant to Section 1.7(a), or Section 1.7(b) based on the revenues set forth in the Revenue Certification; provided , however , that if Sellers deliver written notice to Purchaser during the Audit Period of a dispute with the amount in a Revenue Certification, the Audit Period shall be extended an additional 30 days (or such shorter period as agreed by the parties) to allow Purchaser and Sellers to seek in good faith to reach agreement with respect to the amount in the Revenue Certification. If an agreement cannot be reached, either Sellers or Purchaser may refer the dispute to dispute resolution in accordance with Section 7.13 .

          1.8 Purchase Price Allocation . The Purchase Price (including the assumption of the Assumed Liabilities) shall be allocated among the Purchased Assets in a manner to be determined jointly by Purchaser and Sellers, each acting reasonably, as soon as reasonably practical following the Closing, which allocation shall be consistent with Section 1060 of the Internal Revenue Code of 1986, as amended (the “ Purchase Price Allocation ”). Each of the parties hereto agrees to be bound by the Purchase Price Allocation and will not take a position on any Tax Return before any Governmental Authority charged with the collection of any Tax or in any judicial proceeding that is in any way inconsistent with the Purchase Price Allocation and will cooperate with each other in timely filing Forms 8594 with the IRS consistent with such allocation. In the event that the Purchase Price Allocation is disputed by any Governmental Authority, the party receiving notice of the dispute shall promptly notify the other party hereto in writing of such notice and resolution of the dispute.

          1.9 Procedures for Certain Purchased Assets Not Freely Transferable .

          (a) If any property or right (other than the Permits) included in the Purchased Assets is not assignable or transferable to Purchaser either by virtue of the provisions thereof or under any Law applicable to Sellers or Sellers’ properties or assets without the consent of one or more third persons (each, a “ Non-Assignable Right ”), Sellers shall use their commercially reasonable efforts, at Sellers’ sole cost and expense, to obtain such consents after the execution of this Agreement until such consent is obtained. If any such consent in respect of a Non-Assignable Right cannot be obtained prior to the Closing Date and the Closing nevertheless occurs, (i) this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, but (A) Sellers shall use their commercially reasonable efforts to obtain such consent as soon as possible after the Closing Date, and (B) Purchaser shall cooperate, to the extent commercially reasonable, with Sellers in Sellers’ efforts to obtain such consents; and (ii) if such consent has not been obtained within 180 days after the Closing Date, then at Purchaser’s election by notice to Sellers, (A) the Non-Assignable Right shall be an

Excluded Asset and Purchaser shall have no obligation pursuant to Sections 1.2(a) or 1.3(a) or otherwise with respect to any such Non-Assignable Right or any liability with respect thereto, or (B) Sellers shall use their commercially reasonable efforts to obtain for Purchaser substantially all of the practical benefit and burden of such property or rights, including by (1) entering into appropriate and reasonable alternative arrangements on terms mutually agreeable to Purchaser and Sellers and (2) subject to the consent and control of Purchaser, enforcement, at the cost and for the account of Purchaser, of any and all rights of Sellers against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise.

          (b) If any of the Permits included in the Purchased Assets is not assignable or transferable, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer thereof, and Sellers shall cooperate with Purchaser in its efforts to obtain a replacement Permit issued in Purchaser’s name. If any replacement Permit cannot be obtained prior to the Closing Date and the Closing occurs, Sellers agree to allow Purchaser to operate under its Permits if permitted by applicable Laws or applicable Governmental Authorities for a period of up to 90 days after the Closing (or such longer period as may be reasonably necessary for Purchaser and permitted by applicable laws and Governmental Authorities, using its commercially reasonable efforts, to obtain the replacement Permits).

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each of Canadian Parent and US Seller jointly and severally make the representations and warranties set forth in this Article II to Purchaser, as of the date hereof, and again at and as of the Closing Date. All representations and warranties of Sellers are made subject to the exceptions which are noted in the Disclosure Letter delivered by Sellers to Purchaser concurrently herewith and identified by the parties as the “ Schedules. ”

          2.1 Organization, Authority and Binding Agreement . Canadian Parent is a corporation duly organized, validly existing and in good standing under the laws of the Province of Alberta. US Seller is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. Sellers are qualified to do business as a foreign corporation in each other jurisdiction in which the nature of the Business or ownership of the Purchased Assets requires. Sellers have full corporate power to execute and deliver this Agreement and to perform their obligations hereunder. This Agreement has been duly authorized by Sellers’ board of directors and authorization by Sellers’ stockholders is not required. This Agreement has been duly executed and delivered by Sellers and is the valid and binding obligation of Sellers, enforceable against them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

          2.2 Purchased Assets .

          (a) Except as set forth on Schedule 2.2(a) , Sellers have good and marketable title to (or, if so indicated on Schedule 2.2(a) , a valid leasehold interest in, as applicable), all of the Purchased Assets, free and clear of all Liens other than (i) liens for current taxes, payments of which are not yet due and payable and (ii) liens in respect of pledges or deposits under

worker’s compensation laws or similar legislation, carriers’, warehousemen’s, mechanics’, laborers’ and materialmen’s and similar liens, if the obligations secured by such liens are not then delinquent or are being contested in good faith by appropriate proceedings and do not exceed $100,000 in the aggregate (collectively, “ Permitted Liens ”).

          (b)  Schedule 2.2(b) lists all items of Tangible Personal Property included in the Purchased Assets and having an original cost of at least $25,000. Except as otherwise set forth on Schedule 2.2(b) , all items of Tangible Personal Property are in good operating condition and adequate repair (ordinary wear and tear excepted). Sellers have, and on the Closing Date, Purchaser will enjoy, peaceful and undisturbed possession under all leases of Tangible Personal Property. The Purchased Assets are suitable for the purposes for which they are now being used and, together with the Excluded Assets, constitute all of the properties, assets, interests and rights necessary to continue to operate the Business consistent with current practice.

          2.3 Conflicts; Consents . Except as set forth on Schedule 2.3 , none of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor compliance by Sellers with any of the provisions hereof (as well as all other instruments, agreements, certificates or other documents contemplated hereby) does or will (i) conflict with or result in a breach of, or require any consent or approval under, the charter or by-laws of Sellers, (ii) conflict with or result in a default, give rise to any right of termination, cancellation, acceleration, or modification, or require any consent or approval, under any of the provisions of any Contract listed on Schedule 2.9 or any other material Contract to which Sellers are a party, (iii) violate any Law, or (iv) result in the creation or imposition of any claim, lien or encumbrance on the Purchased Assets. Except as set forth on Schedule 2.3 , no consent or approval by, or any notification of or filing with, any Governmental Authority is required in connection with the execution, delivery and performance by Sellers of this Agreement or the consummation of the transactions contemplated hereby.

     2.4 Financial Information .

          (a) The following financial statements are attached to Schedule 2.4(a) (the “ Financial Statements ”): unaudited balance sheets of the Business at December 31, 2005, and the unaudited statements of income for the twelve months ended December 31, 2004, and December 31, 2005.

          (b) The Financial Statements have been prepared in conformity with the principles set out in Schedule 2.4(b) . Except as specified on Schedule 2.4(b) , the balance sheet of the Business as set forth above presents fairly Sellers’ financial position of the Business as of such date, and each of the statements of income presents fairly Sellers’ results of operations of the Business for the period then ended. Except for obligations or liabilities incurred in the ordinary course of business since December 31, 2005, there are no obligations or liabilities (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by Sellers with respect to the Business which were required in accordance with Canadian GAAP to be shown or provided for, but were not shown or provided for, on the balance sheet forming a part of the Financial Statements.

          2.5 Absence of Change . Except as set forth on Schedule 2.5 , since December 31, 2005, Sellers have conducted the Business in the ordinary course, and there has not been:

          (a) any material obligation or liability (whether absolute, accrued, contingent or otherwise, and whether due or to become due) incurred by Sellers with respect to the Business, other than current obligations and liabilities incurred in the ordinary course of business;

          (b) any sale, assignment, pledge, encumbrance, transfer or other disposition of any asset (real or personal, tangible or intangible) with respect to the Business, except in each case under this Section 2.5(b) , in the ordinary course of business;

          (c) any write-down of the value of any Purchased Asset;

          (d) any cancellation of any debts or claims or any amendment, termination or waiver of any rights of value to Sellers with respect to the Business;

          (e) any purchase of inventory or other tangible assets with respect to the Business, in excess of $25,000 in any individual case or $100,000 in the aggregate;

          (f) any capital expenditure or commitment or addition to Sellers’ property, plant or equipment with respect to the Business, in excess of $10,000 in any individual case or $50,000 in the aggregate;

          (g) any damage, destruction or loss (whether or not covered by insurance) affecting any Purchased Asset that is material to the conduct of the Business;

          (h) any change in the accounting methods or practices followed by Sellers, any change in depreciation or amortization policies or rates followed by Sellers, or any change in the policies for establishing reserves on Sellers’ books with respect to salability of inventory of the Business or contingent liabilities of the Business;

          (i) any extension, amendment or termination of any material Contract relating to the Business, except in the ordinary course of business, including termination due to the expiration of the term of any such Contract in accordance with its terms;

          (j) any Material Adverse Effect or the loss of any of Sellers’ material customers or suppliers relating to the Business;

          (k) any shutdown or cessation of operations conducted by, or constituting a part of, the Business; or

          (l) any agreement, whether in writing or otherwise, to take any of the actions specified in the foregoing paragraphs (a) through (k).

     2.6 Tax Matters . Taxes due from or payable by Sellers to the extent they arise out of the Business on or prior to Closing have been fully paid on a timely basis or are adequately provided for on the Financial Statements. Sellers have not executed any presently effective

waiver or extension of any statute of limitations against assessments and collection of any Taxes to the extent they arise out of the Business, and there are no pending or threatened claims, assessments, notices, proposals to assess, deficiencies or audits with respect to any such Taxes. There are no Tax liens on any of the Purchased Assets. None of the Purchased Assets constitute a “United States real property interest” as defined in Section 897(c) of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

     2.7 Property Related Matters .

          (a) There is no real property which is owned by Sellers and used or held for use in connection with the Business. Schedule 1.2(a)(i) contains a true, correct and complete list of all real property and interests in real property leased, licensed, occupied, or used by Sellers in connection with the Business, together with its legal description, the address by which it is commonly known and the use for which it is being employed as of the Closing Date. Sellers have a good, valid and existing leasehold estate, as tenant or such other status (as described in Schedule 1.2(a)(i) ) in each Leased Real Property, in each case free and clear of all Liens affecting title to or the use and occupancy of such Leased Real Property, except for Permitted Liens. Sellers have provided Purchaser with true, correct and complete copies of each of the leases, subleases, licenses and other Contracts with respect to all Leased Real Property

          (b) Sellers have, and on the Closing Date Purchaser will enjoy, peaceful and undisturbed possession under all leases, subleases or other Contracts with respect to the Leased Real Property. Sellers have not received, or sent to any tenant, subtenant, or licensee of Sellers, any notice of default under any lease, sublease, license or other Contract with respect to the Leased Real Property that remains outstanding or uncured as of the Closing Date. Sellers have no knowledge of any event which now constitutes, or which upon the giving of notice or the passage of time, or both, would give rise to, any default in the performance by them or any landlord, licensor, tenant, subtenant, or licensee of Sellers of any obligation under any lease, sublease, license or other Contract with respect to the Leased Real Property. Sellers have no liability for any leasing commission or underpaid or unpaid operating expense, tax, other imposition amounts, or similar amounts due, arising out of, resulting from or relating to any lease, sublease, license or other Contract with respect to the Leased Real Property incurred by Sellers.

     2.8 Intellectual Property .

          (a)  Schedule 2.8 sets forth all of the following used by Sellers in connection with the Business (A) patents, patent applications, patent disclosures, inventions; (B) trademarks, service marks, trade names, logos and corporate names and registrations and applications for registration and applications for registration thereof, together with all of the goodwill associated therewith; (C) registered copyrights; (D) computer software (other than general commercial software), data, data bases and documentation thereof; and (E) domain names and URLs used by Sellers. Schedule 2.8 sets forth the registration numbers for any of the foregoing intellectual property rights that have been registered by Sellers. To Sellers’ best knowledge and except as set forth on Schedule 2.8 , Sellers (i) own, or possess legally enforceable rights under valid agreements listed on Schedule 2.9 , to use in the manner that they currently use, each of the foregoing items of intellectual property and all inventions, processes, designs, formulae, trade

secrets and know-how necessary for the conduct of their business, as presently conducted, without the payment of any royalty or similar payment, and (ii) except for the CSI Contract, and any rights or license granted by Sellers in Contracts listed in Schedule 2.9, have not granted to any third party any rights to use any of the foregoing intellectual property rights of Sellers.

          (b) To Sellers’ best knowledge and except as disclosed on Schedule 2.8 , the Purchased Assets or Assumed Liabilities currently are not infringing upon any intellectual property rights of any other Person, and to Sellers’ best knowledge, no other Person is infringing upon, or challenging the validity of, the intellectual property rights set forth on Schedule 2.8 .

          (c) Except as disclosed on Schedule 2.8 to Sellers’ best knowledge, Sellers own all of their formulas, processes, designs and other confidential information used in the Business that confers a commercial advantage to Sellers as a result of their confidential status (“ Trade Secrets ”). All Trade Secrets were developed internally by Sellers through bona fide business practices or were acquired by purchase from others. To Sellers’ best knowledge, no inadvertent disclosure of any Trade Secret has occurred, whether through negligence, corporate espionage, or otherwise, and to Sellers’ best knowledge, the Trade Secrets have not been independently discovered by any competitor.

          (d) Except as set forth on Schedule 2.8 , Sellers have taken commercially reasonable steps to (i) maintain the confidentiality of all Trade Secrets and other proprietary inventions, technical data, customer and supplier lists and information pertaining to the Business and (ii) backup and maintain in secure places copies of all databases, computer programs, and other electronically stored information material to Sellers’ conduct of the Business.

          2.9 Contracts . Schedule 2.9 contains a true, correct and complete list of all written or oral Contracts relating to the Business to which Sellers are a party (each in their own name and on their own behalf) or by which any Sellers or the Purchased Assets are bound relating to commitments (contingent or otherwise) in excess of $25,000, with a duration in excess of one year, or including any material restriction or limitation on the conduct of the Business. Sellers have provided Purchaser and its representatives with access to a true, correct and complete copy of each written Contract listed on Schedule 2.9 , including all amendments thereto. Each such Contract is in full force and effect, unimpaired by Sellers’ acts or omissions, is the valid and binding obligation of Sellers, and, to Sellers’ best knowledge, the other parties thereto, is enforceable against Sellers and, to Sellers’ best knowledge, the other parties thereto in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles. Sellers have performed each material term, covenant and condition of such Contracts that is to be performed by it at or before the date hereof.

          2.10 Litigation . Except as set forth on Schedule 2.10 , there are no pending lawsuits, actions, claims or legal or administrative or arbitration proceedings instituted by or against Sellers and, to Sellers’ best knowledge, no investigations are pending and no such lawsuits, actions, claims, investigations or proceedings are threatened or have any reason to be threatened, whether at law or in equity, or before or by any Governmental Authority or other governmental department commission, board, bureau, agency or instrumentality. Except as set forth on Schedule 2.10 , there are no judgments, decrees, injunctions or orders of any

Governmental Authority or other governmental department commission, board, bureau, agency, instrumentality or arbitrator against Sellers.

          2.11 Compliance, Governmental Authorizations .

          (a) To the best of Sellers’ knowledge, Sellers have been and are in compliance with all federal, national, provincial, regional, state and local Laws, including Laws relating to pollution, protection of the environment or Hazardous Substances or any other applicable Environmental Laws.

          (b)  Schedule 2.11(b) sets forth all material federal, national, provincial, regional, state and local Permits necessary to conduct the Business as presently being conducted, including each Permit necessary or useful for Sellers to lease or use any Leased Real Property, and indicates which of such Permits Sellers possess. Sellers are in compliance with all such Permits. All such Permits held by Sellers are in full force and effect.

          (c) Sellers do not conduct the Business with or for the benefit of any person or entity located in Cuba, except pursuant to contracts that are included in the Excluded Assets.

     2.12 Labor Relations; Employees .

          (a) Within the last three years, Sellers have not experienced any labor disputes with, or any work stoppages by, any workers involved in the Business and, to Sellers’ best knowledge, no such dispute or work stoppage is threatened against Sellers. Sellers are not subject to any collective bargaining agreement or other Contract with any labor organization or other representative of any of Sellers’ workers involved with the Business. To Sellers’ best knowledge, there is no labor union organizing activity pending or threatened with respect to any of Sellers’ workers involved in the Business. There is no unfair labor practice claim against Sellers before the United States National Labor Relations Board in connection with the Business.

          (b) Sellers have not offered to provide life, health or medical benefits or insurance coverage to any individual involved in the Business, or to the family members of any such individual, for any period extending beyond the termination of the individual’s employment, except to the extent required by applicable law.

          (c) Except as set forth on Schedule 2.12(c) the consummation of the transactions contemplated by this Agreement will not, either alone or in connection with termination of employment, (i) entitle any current or former employee, independent contractor, officer, director or partner of Sellers involved in the Business to severance pay, any change in control payment or any other payment, except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due, any such employee, independent contractor, officer, director or partner.

          (d) Except as disclosed in Schedules 2.12(c) , 2.12(e) , 4.14(a) , 4.14(b) and 4.14(c) , Sellers have no Plans applicable to the Business or the Business Employees (as defined below).

          (e)  Schedule 2.12(e) includes a list of the names and annual rates of compensation of Sellers’ employees, contractors and consultants involved with or supporting the Business whose annual rates of compensation during the fiscal year ended December 31, 2005 (including base salary, bonus and incentive pay), exceed $75,000. Schedule 2.12(e) also summarizes the Plan benefits and other like benefits (e.g., company automobile, club membership), if any, paid or payable to such employees during Sellers’ fiscal year ended December 31, 2005, and to the date hereof.

          2.13 Prepayments . Sellers have not received any prepayment for services to be performed or goods to be delivered related to the Assumed Liabilities after the Closing Date.

          2.14 Inventory . Schedule 2.14 sets forth a schedule, as of March 31, 2006, of all items of usable or salable inventory of the Business, together with the dollar amount of their book value. Except as noted on Schedule 2.14 , all such inventory is in new condition, is (if manufactured by a Person other than Sellers) subject to the full benefit of any applicable manufacturer’s warranties, and is in merchantable condition.

          2.15 Warranties . Attached to Schedule 2.15 is a copy of the warranty terms offered by Sellers to their customers of the Business. Except as indicated on Schedule 2.15 and except for any warranties granted by any third parties directly to Sellers’ customers, Sellers have not granted to any customers of the Business any warranties currently in effect with respect to goods or services sold, leased, or otherwise provided to such customers in a form other than the standard terms referenced above.

          2.16 Significant Customers and Suppliers .

          (a)  Schedule 2.16(a) lists the five most significant customers of the Business, on the basis of revenues for goods sold or services provided for the most recent fiscal year. Except as set out in Schedule 2.16(a) , Sellers have not received any notice and has no reason to believe that any customer listed in Schedule 2.16(a) has ceased, or will cease, to use the products, equipment, goods or services of the Business, or has substantially reduced, or will substantially reduce, the use of such products, equipment, goods or services at any time.

          (b)  Schedule 2.16(b) list the ten most significant vendors or suppliers of raw materials, supplies, merchandise and other goods of the Business, on the basis of cost of goods or services purchased for the most recent fiscal year. Except as set out in Schedule 2.16(b) , Sellers have not received any notice, and do not have any reason to believe, that any such vendor or supplier will not sell raw materials, supplies, merchandise or other goods to Purchaser at any time after the Closing Date on terms and conditions substantially similar to those used in its current sales to Sellers, subject only to general and customary price increases. To Sellers’ best knowledge, no such customer, vendor or supplier is threatened with bankruptcy or insolvency.

          2.17 Books and Records . Sellers’ minute books as they pertain to the Business and general ledgers and books of account of the Business and all of Sellers’ other books and records related to the Business are complete and correct.

          2.18 Propriety of Past Payments . In connection with the Business, none of Sellers, any director, officer, employee or agent of Sellers or any other Person associated with or acting for or on behalf of Sellers has, directly or indirectly, made any illegal contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property or services, (i) to obtain favorable treatment for Sellers in securing business, (ii) to pay for favorable treatment for business secured for Sellers, (iii) to obtain special concessions, or for special concessions already obtained, for or in respect of Sellers or (iv) otherwise for the benefit of Sellers in violation of any federal, state, provincial, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, statute or treaty.

          2.19 Investment Representations .

          (a) Sellers understand that the Purchaser Shares are being offered and sold pursuant to a private placement exemption from (i) registration contained in the Securities Act based in part upon Sellers’ representations contained in this Section 2.19 , and (ii) from the prospectus and registration requirements of applicable Canadian securities legislation pursuant to the asset acquisition exemption in Section 2.12 of National Instrument 45-106.

          (b) Sellers are accredited investors within the meaning of Regulation D under the Securities Act and are acquiring the Purchaser Shares for their own account for investment only, and not with a view towards their distribution. Sellers, by reason of their management’s, business or financial experience, has the capacity to protect their own interests in connection with the transactions contemplated by this Agreement.

          (c) Sellers understand that they must bear the economic risk of the Purchaser Shares indefinitely unless their Purchaser Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Sellers understand that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Sellers to transfer all or any portion of the Purchaser Shares under the circumstances, in the amounts or at the times Sellers might propose. Sellers understand that the Purchaser Shares may not be sold or otherwise transferred during the 180 days following the Closing Date, except in accordance with the Lock-up Agreement (as defined below).

          (d) Sellers have been advised or is aware (i) of the provisions of Rule 144, which permits limited resale in the United States of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things: the availability of certain current public information about Purchaser, the resale occurring following the required holding period under Rule 144 and the number of shares being sold during any three-month period not exceeding specified limitations; and (ii) that unless permitted pursuant to an exemption under applicable Canadian securities legislation, the Purchaser Shares cannot be resold in Canada before the date which is four months and one day after Purchaser becomes a reporting issuer in Canada (as defined under applicable Canadian securities legislation), and Sellers acknowledge that Purchaser is not currently, and has no present intention of becoming in future, a reporting issuer in Canada.

          2.20 Brokers . No agent, broker, investment banker or any other Person acting on Sellers’ behalf or under Sellers’ authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby, with the exception of GMP Securities, Inc., whose fees and commissions are Sellers’ sole obligation.

          2.21 Complete Disclosure . No representation or warranty made by Sellers in this Agreement or in any schedule, exhibit, certificate or other instrument executed by Sellers and delivered to Purchaser pursuant to or as part of this Agreement on the date hereof or at Closing contains any untrue statement of material fact or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances in which they were furnished.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser makes the representations and warranties set forth in this Article III to Sellers, as of the date hereof, and again at and as of the Closing Date.

          3.1 Organization, Standing and Power . Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has full corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.

          3.2 Authority; Binding Agreement . Purchaser has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Purchaser and is its valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles.

          3.3 Conflicts; Consents . Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor compliance by Purchaser with any of the provisions hereof (as well as all other instruments, agreements, certificates or other documents contemplated hereby) will (i) conflict with or result in a breach of Purchaser’s charter, by-laws or other constitutive documents, (ii) conflict with or result in a default (or give rise to any right of termination, cancellation, acceleration or modification) under any of the provisions of any note, bond, lease, mortgage, indenture, license, franchise, Permit, agreement or other instrument or obligation to which Purchaser is a party, or by which Purchaser or its properties or assets, may be bound or affected, except for such conflict, breach or default as to which requisite waivers or consents shall be obtained before the Closing, or (iii) violate any Law applicable to Purchaser or its properties or assets. No consent or approval by, or any notification of or filing with, any governmental authority or body is required in connection with the execution, delivery and performance by Purchaser of this Agreement or the consummation of the transactions contemplated hereby.

          3.4 SEC Reports . Purchaser has on a timely basis filed all forms, reports and documents required to be filed by it with the United States Securities and Exchange Commission (the “ SEC ”) since December 31, 2003 (the “ SEC Reports ”), and no event required to be disclosed has occurred since March 31, 2006 that has not been disclosed on a timely basis in accordance with the SEC’s rules and regulations. All SEC Reports (x) were prepared in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations thereunder and (y) did not at the time they were filed with the SEC contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Purchaser is in compliance with the applicable listing rules of Nasdaq and, since December 31, 2003, has not received any notice from Nasdaq asserting any non-compliance with such rules.

          3.5 Purchaser Shares . Upon delivery of the Initial Purchaser Shares and the Cash Purchase Price by Purchaser in the manner contemplated in Section 1.5 , and the delivery of the Purchased Assets by Sellers to Purchaser, Sellers shall acquire the beneficial and legal title to the Initial Purchaser Shares, free and clear of all Liens, except for restrictions on transfer under United States federal and state securities laws and the restrictions set forth in this Agreement (and in the Registration Rights Agreement) against the sale or transfer of the Purchaser Shares during the 180 days following the Closing Date, subject to the Lock-up Agreement. Upon delivery of the India Additional Purchaser Shares and the TDMA Additional Purchaser Shares in the manner contemplated in Section 1.7 , Sellers shall acquire the beneficial and legal title to such shares, free and clear of all Liens, except for restrictions on transfer under United States federal and state securities laws and the restrictions set forth in this Agreement (and in the Registration Rights Agreement). All shares of Purchaser Common Stock issued under this Agreement will be validly issued, fully paid and nonassessable and shall have the benefit of the Registration Rights Agreement to be entered into at the Closing.

          3.6 Brokers . No agent, broker, investment banker or other Person acting on Purchaser’s behalf or under Purchasers’ authority is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from any of the parties hereto in connection with any of the transactions contemplated hereby, with the exception of Canaccord Adams, whose fees and commissions are Purchaser’s sole obligation.

          3.7 No Material Adverse Change . Since December 31, 2005, except as identified and described in the SEC Reports and except for this Agreement, there has not been:

          (a) any change in the consolidated assets, liabilities, financial condition or operating results of Purchaser from that reflected in the financial statements included in Purchaser’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005, except for changes in the ordinary course of business which have not had and could not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate;

          (b) any declaration or payment of any dividend, or any authorization or payment of any distribution, on any of Purchaser’s capital stock, or any redemption or repurchase of any securities of Purchaser;

          (c) any material damage, destruction or loss, whether or not covered by insurance to any assets or properties of Purchaser;

          (d) any waiver, except in the ordinary course of business, by Purchaser of a material right or of a material debt owed to it;

          (e) any satisfaction or discharge of any lien, claim or encumbrance or payment of any obligation by Purchaser, except in the ordinary course of business and which is not material to Purchaser’s assets, properties, financial condition, operating results or business (as such business is presently conducted and as it is proposed to be conducted);

          (f) any change or amendment to Purchaser’s Certificate of Incorporation or Bylaws, or material change to any material contract or arrangement by which Purchaser is bound or to which any of its assets or properties is subject;

          (g) any material labor difficulties or labor union organizing activities with respect to Purchaser’s employees; or

          (h) any material transaction entered into by Purchaser required to be disclosed in a Current Report on Form 8-K.

          3.8 Complete Disclosure . No representation or warranty made by Purchaser in this Agreement or in any schedule, exhibit, certificate or other instrument executed by Purchaser and delivered to Sellers pursuant to or as part of this Agreement on the date hereof or at Closing contains any untrue statement of material fact or omits to state a material fact necessary to make the statements or facts contained herein or therein not misleading in light of the circumstances in which they were furnished.

ARTICLE IV
ADDITIONAL AGREEMENTS

          4.1 Expenses . Each party hereto shall bear its own costs and expenses incurred in connection with the transactions contemplated by this Agreement.

          4.2 Conduct of Business .

          (a) From the date hereof until the earlier of the termination of this Agreement or the Closing Date, except as otherwise expressly permitted by this Agreement or except with Purchaser’s prior written consent, Sellers shall operate the Business in the ordinary course of business.

          (b) Without limiting the generality of the foregoing, except as otherwise expressly permitted by this Agreement or except with Purchaser’s prior written consent, Sellers shall prohibit any state of affairs or action described in Section 2.5 , to the extent any of such matters relate to the Business and are within their control, using commercially reasonable efforts.

          4.3 Further Assurances . Each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be

done, all things necessary, proper or advisable under applicable law, to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the conditions to the other party’s obligations to close as set forth in Article V hereof are satisfied, insofar as such matters are within the control of either of them. In case at any time after the Closing Date any further action is necessary or desirable to carry out the purposes of this Agreement, each of the parties to this Agreement shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents, as may be reasonably requested by either party for such purposes or otherwise to complete or perfect the transactions contemplated hereby.

          4.4 Access and Information . From the date hereof until the earlier of the Closing Date or the termination of this Agreement, each party shall permit the other parties and their agents and representatives to have access to such party and their officers, counsel, auditors, books and records with respect to the Business, the Purchased Assets and the liabilities of the Business, and the opportunity to investigate Sellers’ title to the Purchased Assets and the condition and nature of the Purchased Assets and the liabilities of the Business, in each case upon reasonable notice and during normal business hours. All information furnished to Purchaser by Sellers shall be subject to the terms of the Mutual Non-Disclosure Agreement, dated as of September 20, 2005 (the “ Confidentiality Agreement ”), between Canadian Parent and Purchaser, which is hereby reaffirmed.

          4.5 Public Announcement . Until the Closing, neither Purchaser nor Sellers shall issue or cause the dissemination of any press release or other public announcements or statements with respect to this Agreement or the transactions contemplated hereby without the consent of the other party, which consent will not be unreasonably withheld or delayed, except as may be required by law or by any listing agreement with a national securities exchange or trading market (and in such case shall use all reasonable efforts to consult the other party prior to such release or statement).

          4.6 Tax Matters .

          (a)  Transfer Taxes . All recordation, transfer, documentary, excise, sales, value added, use, stamp, conveyance or other similar Taxes, duties or governmental charges, and all recording or filing fees or similar costs, imposed or levied by reason of, in connection with or attributable to the Purchased Assets by Sellers to Purchaser pursuant to this Agreement or the transactions contemplated hereby (collectively, “ Transfer Taxes ”) shall be borne equally by Sellers, on the one hand, and Purchaser on the other hand.

          (b)  Allocation of Taxes . All real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for a taxable period which includes (but does not end on) the day prior to the Closing Date (collectively, the “ Apportioned Obligations ”) shall be apportioned between Sellers and Purchaser based on the number of days of such taxable period that are prior to the Closing Date and the number of days of such taxable period that are on or after the Closing Date. Sellers shall be liable, and shall indemnify Purchaser against, the proportionate amount of Apportioned Obligations attributable to the portion of such a taxable period ending on the Closing Date and Purchaser shall be liable

for, and shall indemnify Sellers against, the proportionate amount of Apportioned Obligations attributable to the portion of such a taxable period after the Closing Date.

          (c)  Refunds .

               (i) Sellers shall be entitled to any refunds or credits of Taxes attributable to or arising from taxable periods ending on or before the Closing Date with respect to the Business.

               (ii) Purchaser shall be entitled to any refunds or credits of Taxes attributable to or arising in taxable periods beginning after the Closing Date with respect to the Business.

               (iii) Sellers and Purchaser shall use commercially reasonable efforts to obtain any applicable Tax refund or reduction with respect to any Taxes. Purchaser shall promptly forward to Sellers or reimburse Sellers for any Tax refunds or Tax credits due Sellers (pursuant to the terms of this Article IV ) after receipt thereof, and Sellers shall promptly forward to Purchaser (pursuant to the terms of this Article IV .) or reimburse Purchaser for any Tax refunds or Tax credits due Purchaser after receipt thereof.

          (d)  Cooperation and Exchange of Information . In connection with the Business, the Purchased Assets and the Assumed Liabilities, each of Sellers and Purchaser shall (i) provide the other with such assistance as may reasonably be requested by the other party in connection with the preparation of any Tax Return, audit or other examination by any taxing authority or judicial or administrative proceeding relating to liability for Taxes, (ii) retain and provide the other with any records or other information that may be relevant to such Tax Return, audit or examination, proceeding or determination, and (iii) provide the other with any final determination of any such audit or examination, proceeding or determination that affects any amount required to be shown on any Tax Return of the other for any period.

          4.7 Consents of Others . Prior to the Closing, each party shall use commercially reasonable efforts to obtain all authorizations, consents and permits required for such party to permit the consummation of the transactions contemplated hereby, including without limitation the consents described on Schedule 2.3 . Each party shall, upon request, cooperate in such efforts; provided , however , that such cooperation shall not require either party to accept any material modification to the terms of any agreement.

          4.8 Notice of Developments . Between the date of this Agreement and the earlier of the Closing Date