ASSET PURCHASE AGREEMENT dated May 20, 2005 between Cellular Express, Inc. and bcgi Technologies Ltd., as Buyers and PureSight, Inc. and PureSight Ltd., as Sellers

Exhibit 10.7

ASSET PURCHASE AGREEMENT

dated May 20, 2005

between

Cellular Express, Inc. and bcgi Technologies Ltd., as Buyers

and

PureSight, Inc. and PureSight Ltd., as Sellers

TABLE OF CONTENTS

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Exhibits

Exhibit A –     Escrow Agreement

Exhibit B –     [Omitted]

Exhibit C-1 – PureSight-US Trademark Assignment

Exhibit C-2 – PureSight-Israel Trademark Assignment

Exhibit D-1 –         U.S. Instrument of Assumption

Exhibit D-2 –         Israeli Instrument of Assumption

Exhibit E –    Form employment agreement

Exhibit F-1 – Employment Agreement with Netta Mendelson

Exhibit F-2 – Employment Agreement with Royi Cohen Exhibit F-3 – Employment Agreement with Ouri Azoulay

Exhibit F-4 – Employee Waiver

Exhibit G-1 –         Opinion of Sellers’ U.S. Counsel

Exhibit G-2 –         Opinion of Sellers’ Israeli Counsel

Exhibit H –    Consulting Agreement with Cleve Adams

Schedules

Schedule 1.1(a) – Trademarks of PureSight-US

Schedule 1.1(b) – Excluded Assets

Schedule 1.3 – Payment and Allocation of Purchase Price

Schedule 1.6 – Allocation of Purchase Price

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is entered into as of May 20, 2005 by and between Cellular Express, Inc., a Massachusetts corporation (“Cellular Express”), and bcgi Technologies, Ltd., a company organized under the laws of Israel (“BCGI-Israel”), on the one hand, and PureSight, Inc., a Delaware corporation (“PureSight-US”), and PureSight Ltd., a company organized under the laws of Israel (“PureSight-Israel”), on the other hand. Cellular Express and BCGI-Israel are each referred to herein as a “Buyer” and collectively as the “Buyers”. PureSight-US and PureSight-Israel are each referred to herein as a “Seller” and collectively as the “Sellers”.

This Agreement contemplates a transaction in which the Buyers will purchase substantially all of the assets and assume certain of the liabilities of the Sellers.

Capitalized terms used in this Agreement shall have the meanings ascribed to them in Article IX.

In consideration of the representations, warranties and covenants herein contained, the Parties agree as follows.

THE ASSET PURCHASE

Purchase and Sale of Assets .

Upon and subject to the terms and conditions of this Agreement, the Buyers shall purchase from the Sellers, and the Sellers shall sell, transfer, convey, assign and deliver to the Buyers, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets, such that (i) PureSight-US shall sell, transfer, convey, assign and deliver to the Buyer only the trademarks listed in Schedule 1.1(a) and those agreements to which PureSight-US is a party (other than those listed on Schedule 1.1(b) and (ii) PureSight-Israel shall sell, transfer, convey, assign and deliver to the Buyer all of the other Acquired Assets.

Notwithstanding the provisions of Section 1.1(a), the Acquired Assets shall not include the Excluded Assets.

Assumption of Liabilities .

Upon and subject to the terms and conditions of this Agreement, the Buyers shall assume and become responsible for, from and after the Closing, the Assumed Liabilities.

Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyers shall not assume or become responsible for, and the Sellers shall remain liable for, the Retained Liabilities.

Purchase Price . The Purchase Price to be paid by the Buyers for the Acquired Assets at the Closing shall be a total of US $5,800,000 in cash. In addition, at the Closing, BCGI-Israel shall pay to PureSight-Israel the VAT. Each of the Buyers shall pay a portion of the Purchase Price to the respective Seller in accordance with the schedule attached hereto as Schedule 1.3. Notwithstanding the foregoing, the amount of the Purchase Price to be delivered to the Sellers at the Closing shall be reduced by the amount, if any, that the Buyers have advanced to Sellers prior to the Closing.

Escrow . At the Closing, US $550,000 (the “Escrow Amount”) of the Purchase Price payable by the Buyers at Closing shall be paid by the Buyers to the Escrow Agent for the purpose of securing the indemnification obligations of the Sellers set forth in this Agreement. The Escrow Fund shall be held by the Escrow Agent under the Escrow Agreement pursuant to the terms thereof. The Escrow Fund shall be held as a trust fund and shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Escrow Agreement.

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The Closing .

The Closing shall take place at the offices of Wilmer Cutler Pickering Hale and Dorr LLP in Waltham, Massachusetts commencing at 9:00 a.m. local time on the Closing Date. All transactions at the Closing shall be deemed to take place simultaneously, and no transaction shall be deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered.

At the Closing:

the Sellers shall deliver to the Buyers the various certificates, instruments and documents referred to in Section 5.1;

the Buyers shall deliver to the Sellers the various certificates, instruments and documents referred to in Section 5.2;

Each Seller shall execute and deliver to the Buyers one or more trademark assignments in substantially the form attached hereto as Exhibit C- 1 or Exhibit C-2 , as applicable, and such other instruments of conveyance (such as real estate deeds, assigned certificates or documents of title, assigned negotiable instruments and stock transfer powers) as the Buyers may reasonably request in order to effect the sale, transfer, conveyance and assignment to the Buyers of valid ownership of the Acquired Assets;

each Buyer shall execute and deliver to the Sellers an instrument of assumption in substantially the form attached hereto as Exhibit D-1 or Exhibit D-2 , as applicable, and such other instruments as the Sellers may reasonably request in order to effect the assumption by the Buyers of the Assumed Liabilities;

the Buyers shall pay to the Sellers, payable by wire transfer or other delivery of immediately available funds to an account designated by the Sellers, the Purchase Price set forth in Section 1.3, less the amount to be deposited in escrow pursuant to Section 1.4, in accordance with the allocation set forth on Schedule 1.3 attached hereto;

the Buyers, the Sellers and the Escrow Agent shall execute and deliver the Escrow Agreement and the Buyers shall deposit the Escrow Amount, by wire or other delivery of immediately available funds, with the Escrow Agent in accordance with Section 1.4;

the Sellers shall deliver to the Buyers, or otherwise put the Buyers in possession and control of, all of the Acquired Assets of a tangible nature; and

the Buyers and the Sellers shall execute and deliver to each other a cross-receipt evidencing the transactions referred to above.

Allocation . The Buyers and the Sellers agree to allocate the Purchase Price (and all other capitalizable costs) among the Acquired Assets and the non-solicitation and non-competition covenants set forth in Sections 6.2 and 6.3 for all purposes (including financial accounting and tax purposes) in accordance with the allocation schedule attached hereto as Schedule 1.6 .

Further Assurances . At any time and from time to time after the Closing, at the request of the Buyers and without further consideration, the Sellers shall execute and deliver such other instruments of sale, transfer, conveyance and assignment and take such actions as the Buyers may reasonably request to more effectively transfer, convey and assign to the Buyers, and to confirm the Buyers’ rights to, title in and ownership of, the Acquired Assets and to place the Buyers in actual possession and operating control thereof.

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Each Seller, jointly and severally, represents and warrants to the Buyers that, except as set forth in the Disclosure Schedule, the statements contained in this Article II are true and correct as of the date of this Agreement and will be true and correct as of the Closing as though made as of the Closing, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be

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true and correct as of such date). The Disclosure Schedule shall be arranged in sections and subsections corresponding to the numbered and lettered sections and subsections contained in this Article II. The disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Article II only to the extent it is clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections. For purposes of this Article II, the phrases “to the knowledge of the Sellers” or “the Sellers are not aware of” or any phrase of similar import shall be deemed to refer to the actual knowledge of Netta Mendelson, Royi Cohen, Ouri Azoulay and Cleve Adams, as well as any other knowledge which such persons would have possessed had they made reasonable inquiry of appropriate employees and agents of the Sellers with respect to the matter in question.

Organization, Qualification and Corporate Power . PureSight-US is a corporation duly organized, validly existing and in corporate and tax good standing under the laws of the State of Delaware, and PureSight-Israel is a company duly organized, validly existing and in corporate and tax good standing under the laws of Israel. Each Seller is duly qualified to conduct business and is in corporate and tax good standing under the laws of each jurisdiction listed next to such Seller’s name in Section 2.1 of the Disclosure Schedule, which jurisdictions constitute the only jurisdictions in which the nature of such Seller’s businesses or the ownership or leasing of its properties requires such qualification. Each Seller has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. PureSight-US has furnished to the Buyers complete and accurate copies of its Certificate of Incorporation and by-laws and PureSight-Israel has furnished to the Buyers complete and accurate copies of its most recently updated Articles of Association. Neither Seller is in default under or in violation of any provision of its Certificate of Incorporation, by-laws or its most recently updated Articles of Association, as the case may be.

Capitalization .

The authorized capital stock of PureSight-US consists of (A) 18,250,000 shares of common stock, $.001 par value per share, of which, as of the date of this Agreement, 40 shares were issued and outstanding and no shares were held in the treasury of the Seller, and (B) 13,750,000 shares of Preferred Stock, $.001 par value per share, of which (i) 1,561,224 shares have been designated as Series A Convertible Preferred Stock, all of which, as of the date of this Agreement, were issued and outstanding, (ii) 1,758,991 shares have been designated as Series A1 Convertible Preferred Stock, all of which, as of the date of this Agreement, were issued and outstanding, (iii) 28,560 shares have been designated as Series A2 Convertible Preferred Stock, all of which, as of the date of this Agreement, were issued and outstanding, (iv) 93,840 shares have been designated as Series A3 Convertible Preferred Stock, all of which, as of the date of this Agreement, were issued and outstanding and (v) one share has been designated as Series A4 Convertible Preferred Stock, of which, as of the date of this Agreement, one share was issued and outstanding. Section 2.2 of the Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of (i) all stockholders of PureSight-US, indicating the number and class or series of shares of capital stock of such Seller held by each stockholder and (for shares other than common stock) the number of shares of common stock (if any) into which such shares are convertible, (ii) all outstanding options, warrants or other instruments giving any party the right to acquire any of capital stock of such Seller, indicating (A) the holder thereof and (B) the number and class or series of capital stock of such Seller subject thereto and (for shares other than common stock) the number of shares of common stock (if any) into which such shares are convertible. There are no outstanding agreements or commitments to which PureSight-US is a party or which are binding upon such Seller providing for the redemption of any of its capital stock.

The authorized capital stock of PureSight-Israel consists of 3,600,000 ordinary shares, NIS 0.01 par value per share, of which, as of the date of this Agreement, 153,639 shares were issued and outstanding. All of the issued and outstanding shares of capital stock of PureSight-Israel are held of record and beneficially owned by PureSight-US. PureSight-Israel has never granted any options or similar rights to purchase shares of its capital stock to any person.

Authorization of Transaction . Each Seller has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and, subject to the Requisite Stockholder Approval in the case of PureSight-US to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of this Agreement and the performance by each Seller of this Agreement and the Ancillary Agreements and the consummation by each Seller of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and, subject to the Requisite Stockholder Approval in the case of PureSight-US, stockholder action on the part of each Seller. Without limiting the generality of the foregoing, the Board of

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Directors of PureSight-US, at a meeting duly called and held, by the unanimous vote of all directors determined that the sale of assets contemplated by this Agreement is fair to and in the best interests of the Seller and its stockholders, approved this Agreement in accordance with the Delaware General Corporation Law, directed that such asset sale be submitted to the stockholders of such Seller for their approval, and resolved to recommend that the stockholders of such Seller vote in favor of the approval of such asset sale. This Agreement has been duly and validly executed and delivered by each Seller and constitutes, and each of the Ancillary Agreements, upon its execution and delivery by each Seller, will constitute, a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its respective terms.

Noncontravention . Neither the execution and delivery by either Seller of this Agreement or the Ancillary Agreements, nor the consummation by either Seller of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the Certificate of Incorporation or by-laws of PureSight-US or the Articles of Association of PureSight-Israel, (b) except as set forth in Section 2.4(b) of the Disclosure Schedule, require on the part of either Seller any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Entity, (c) except as set forth in Section 2.4(c) of the Disclosure Schedule, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which either Seller is a party or by which either Seller is bound or to which any of their respective assets is subject, (d) result in the imposition of any Security Interest upon any assets of either Seller or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to either Seller or any of their respective properties or assets.

Subsidiaries . Other than PureSight-Israel, which is a wholly-owned subsidiary of PureSight-US, neither Seller owns, controls directly or indirectly or has any direct or indirect equity participation or similar interest in any corporation, partnership, limited liability company, joint venture or other business association or entity.

Financial Statements . The Sellers have provided to the Buyer the Financial Statements. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, fairly present the consolidated financial condition, results of operations and cash flows of the Sellers as of the respective dates thereof and for the periods referred to therein and are consistent with the books and records of the Sellers; provided , however , that the Financial Statements referred to in clause (b) of the definition of such term are subject to normal recurring year-end adjustments (which will not be material) and do not include footnotes.

Absence of Certain Changes . Since the Most Recent Balance Sheet Date, (a) there has occurred no event or development which, individually or in the aggregate, has had, or could reasonably be expected to have in the future, a Seller Material Adverse Effect, and (b) neither Seller has taken any of the actions set forth in paragraphs (a) through (n) of Section 4.4.

Undisclosed Liabilities . Neither Seller has any liability (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due), except for (a) liabilities shown on the Most Recent Balance Sheet, (b) liabilities which have arisen since the Most Recent Balance Sheet Date in the Ordinary Course of Business and which are reflected on the Final Closing Balance Sheet and (c) contractual and other liabilities incurred in the Ordinary Course of Business which are not required by GAAP to be reflected on a balance sheet.

Tax Matters .

Each Seller has filed on a timely basis all Tax Returns that it was required to file, and all such Tax Returns were complete and accurate in all material respects. Neither Seller is or has ever been a member of a group of corporations with which it has filed (or been required to file) consolidated, combined or unitary Tax Returns, other than a group of which only the Sellers are or were members. Each Seller has paid on a timely basis all Taxes that were due and payable. The unpaid Taxes of the Sellers for tax periods through the Most Recent Balance Sheet Date do not exceed the accruals and reserves for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Most Recent Balance Sheet. Neither Seller has any actual or potential liability for any Tax obligation of any taxpayer (including any affiliated group of corporations or other entities that included the Sellers during a prior period) other than the Sellers. All Taxes that either Seller is or was required by law to withhold or collect have been duly withheld or collected and, to the extent required, have been paid to the proper Governmental Entity.

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The Sellers have delivered to the Buyer complete and accurate copies of all federal income Tax Returns, examination reports and statements of deficiencies assessed against or agreed to by PureSight-US since inception and PureSight-Israel since 2002. The federal income Tax Returns of PureSight-US have been audited by the Internal Revenue Service or are closed by the applicable statute of limitations for all taxable years through the taxable year specified in Section 2.9(b) of the Disclosure Schedule. The Sellers have delivered or made available to the Buyer complete and accurate copies of all other Tax Returns of either Seller together with all related examination reports and statements of deficiency for all periods from and after December 31, 2001. No examination or audit of any Tax Return of either Seller by any Governmental Entity is currently in progress, nor are the Sellers aware of any such examination or audit being threatened or contemplated. Neither Seller has been informed by any jurisdiction that the jurisdiction believes that either Seller was required to file any Tax Return that was not filed. Neither Seller has waived any statute of limitations with respect to Taxes or agreed to an extension of time with respect to a Tax assessment or deficiency.

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Ownership and Condition of Assets .

The Sellers are the true and lawful owners, and have good title to, all of the Acquired Assets, free and clear of all Security Interests, except as set forth in Section 2.10(a)(i) of the Disclosure Schedule. Upon execution and delivery by the Sellers to the Buyers of the instruments of conveyance referred to in Section 1.5(b)(iii), the Buyers will become the true and lawful owners of, and will receive good title to, the Acquired Assets, free and clear of all Security Interests other than those set forth in Section 2.10(a)(ii) of the Disclosure Schedule.

The Acquired Assets are sufficient for the conduct of the Sellers’ businesses as presently conducted and constitute all assets (other than the Excluded Assets) used by the Sellers in such businesses. Each tangible Acquired Asset is free from material defects, has been maintained in accordance with normal industry practice, is in good operating condition and repair (subject to normal wear and tear) and is reasonably suitable for the purposes for which it presently is used. PureSight-US does not own, license or otherwise use any assets (tangible or intangible), other than the trademarks listed on Schedule 1.1(b) , the shares of capital stock of PureSight-Israel, and is not party to any agreement other than the PureSight Loan Agreement.

Section 2.10(c) of the Disclosure Schedule lists individually (i) all Acquired Assets which are fixed assets (within the meaning of GAAP) indicating the cost, accumulated book depreciation (if any) and the Tangible Net Book Value of each such fixed asset as of the Most Recent Balance Sheet Date, and (ii) all other Acquired Assets of a tangible nature (other than inventories) whose book value exceeds $5,000.

Each item of equipment and other asset that is being transferred to the Buyers as part of the Acquired Assets and that either Seller has possession of pursuant to a lease agreement or other contractual arrangement is in such condition that, if such equipment or other asset is returned to its lessor or owner in its current condition under the applicable lease or contract, all obligations to such lessor or owner will have been discharged in full.

Owned Real Property . Neither Seller owns any real property.

Real Property Leases . Section 2.12 of the Disclosure Schedule lists all Leases and lists the term of each such Lease, any extension and expansion options, and the rent payable thereunder. The Sellers have delivered to the Buyers complete and accurate copies of the Leases. With respect to each Lease:

such Lease is valid, binding, enforceable and in full force and effect;

such Lease is assignable by the applicable Seller to the Buyers without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and such Lease will continue to be, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing;

neither Seller nor, to the knowledge of the Sellers, any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of the Sellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by either Seller or, to the knowledge of the Sellers, any other party under such Lease;

there are no disputes, oral agreements or forbearance programs in effect as to such Lease;

neither Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and

neither Seller is aware of any Security Interest, easement, covenant or other restriction applicable to the real property subject to such lease which would reasonably be expected to materially impair the current uses or the occupancy by either Seller of the property subject thereto.

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Intellectual Property .

Section 2.13(a) of the Disclosure Schedule lists (i) each patent, patent application, copyright registration or application therefor, mask work registration or application therefor, and trademark, service mark and domain name registration or application therefor of the Sellers and (ii) each Customer Deliverable of the Sellers.

Each of the Sellers owns or has the right to use all Intellectual Property necessary (i) to use, manufacture, have manufactured, market and distribute the Customer Deliverables and (ii) to operate the Internal Systems. Upon execution and delivery by the Sellers to the Buyers of the instruments of conveyance referred to in Section 1.5(b)(iii), each item of Seller Intellectual Property will be owned or available for use by the Buyers immediately following the Closing on substantially identical terms and conditions as it was immediately prior to the Closing. Each Seller has taken all reasonable measures to protect the proprietary nature of each item of Seller Intellectual Property, and to maintain in confidence all trade secrets and confidential information, that it owns or uses. No other person or entity has any rights to any of the Seller Intellectual Property owned by either Seller (except pursuant to agreements or licenses specified in Section 2.13(d) of the Disclosure Schedule), and, to the knowledge of the Sellers, no other person or entity is infringing, violating or misappropriating any of the Seller Intellectual Property. No person or entity listed in Section 2.13(b) or Section 2.20 of the Disclosure Schedule as having not signed an assignment of inventions agreement has been involved in, or otherwise responsible for, the development or conception of any portion of any material Seller Intellectual Property.

None of the Customer Deliverables, or the marketing, distribution, provision or use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any person or entity. None of the Internal Systems, or the use thereof, infringes or violates, or constitutes a misappropriation of, any Intellectual Property rights of any person or entity. Section 2.13(c) of the Disclosure Schedule lists any complaint, claim or notice, or written threat thereof, received by either Seller alleging any such infringement, violation or misappropriation; and the Sellers have provided to the Buyer complete and accurate copies of all written documentation in the possession of either Seller relating to any such complaint, claim, notice or threat. The Sellers have provided to the Buyer complete and accurate copies of all written documentation in either Seller’s possession relating to claims or disputes known to the Sellers concerning any Seller Intellectual Property.

Section 2.13(d) of the Disclosure Schedule identifies each license or other agreement pursuant to which either Seller has licensed, distributed or otherwise granted any rights to any third party with respect to, any Seller Intellectual Property. Except as described in Section 2.13(d) of the Disclosure Schedule, neither Seller has agreed to indemnify any person or entity against any infringement, violation or misappropriation of any Intellectual Property rights with respect to any Customer Deliverables.

Section 2.13(e) of the Disclosure Schedule identifies each item of Seller Intellectual Property that is owned by a party other than the Sellers, and the license or agreement pursuant to which the Seller or a Subsidiary uses such Seller Intellectual Property (excluding off-the-shelf software programs licensed by the Seller pursuant to “shrink wrap” licenses).

Section 2.13(f) of the Disclosure Schedule lists all Open Source Materials that either Seller has used in the research, development, design, distribution, manufacture, testing or use of any Customer Deliverables or Internal Systems in any way. Except as set forth in Section 2.13(f) of the Disclosure Schedule, neither Seller has (i) incorporated any Open Source Materials into, or combined Open Source Materials with, any Customer Deliverables, (ii) distributed Open Source Materials in connection with any Customer Deliverables, or (iii) used Open Source Materials in any manner that (with respect to either clause (i), (ii) or (iii) above) would (A) create, or purport to create, obligations for either Seller, (B) require, or purport to require, the licensing of any Software or any software licensed to either Seller for the purpose of making derivative works, (C) grant, or purport to grant, to any third party any rights or immunities under Intellectual Property rights owned by or licensed to either Seller, (D) impose, or purport to impose, any restriction on the consideration to be charged either Seller for the distribution of any Software or any software licensed to either Seller, or (E) impose, or purport to impose, any other material limitation, restriction, or condition on the right of either Seller to use or distribute any Software or any software licensed to either Seller. Without limiting the generality of the foregoing, neither Seller has used any Open Source Materials that require, as a condition of use, modification and/or distribution of such Open Source Materials, that other software incorporated into, derived from or distributed with such Open Source Materials be (1) disclosed or distributed in source code form, (2) licensed for the purpose of making derivative works, or (3) redistributable at no charge.

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Neither Seller has disclosed the source code for the Software or other confidential information constituting, embodied in or pertaining to the Software to any person or entity, except pursuant to the agreements listed in Section 2.13(f) of the Disclosure Schedule, and each Seller has taken reasonable measures to prevent disclosure of such source code.

All of the copyrightable materials (including Software) incorporated in or bundled with the Customer Deliverables have been created by employees of a Seller within the scope of their employment by such Seller or by independent contractors of a Seller who have executed agreements expressly assigning all right, title and interest in such copyrightable materials and the copyrights therein to such Seller. No portion of such copyrightable materials was jointly developed with any third party.

The Customer Deliverables and the Internal Systems are free from significant defects or programming errors and conform in all material respects to the written documentation and specifications therefor.

Contracts .

Section 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which either Seller is a party as of the date of this Agreement:

any agreement (or group of related agreements) for the lease of personal property from or to third parties;

any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of US$10,000, or (C) in which a Seller has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;

any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company;

any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed indebtedness (including capitalized lease obligations) or under which it has imposed a Security Interest on any of its assets, tangible or intangible;

any agreement for the disposition of any significant portion of the assets or business of either Seller (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory, components or supplies in the Ordinary Course of Business);

any agreement imposing a confidentiality or noncompetition obligation on either Seller;

any employment or consulting agreement;

any agreement between either Seller and any current or former officer, director or stockholder of either Seller or an Affiliate thereof;

any agreement under which the consequences of a default or termination would reasonably be expected to have a Seller Material Adverse Effect;

any agreement under which a third party would be entitled to receive a license or any other right to Intellectual Property of either Buyers or any of either Buyer’s Affiliates following the Closing;

any agreement which contains any provisions requiring either Seller to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and

any other agreement (or group of related agreements) either involving more than $10,000 or not entered into in the Ordinary Course of Business.

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The Sellers have delivered to the Buyers a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is valid, binding and enforceable, in accordance with its respective terms, and in full force and effect; (ii) for those agreements to which either Seller is a party, the agreement is assignable by such Seller to the Buyers without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and will continue to be valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither Seller nor, to the knowledge of the Sellers, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Sellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by either Seller or, to the knowledge of the Sellers, any other party under such agreement.

Accounts Receivable . All accounts receivable of the Sellers reflected on the Most Recent Balance Sheet (other than those paid since such date) are valid receivables subject to no setoffs or counterclaims and are current and collectible (within 90 days after the date on which it first became due and payable), net of the applicable reserve for bad debts on the Most Recent Balance Sheet. A complete and accurate list of the accounts receivable reflected on the Most Recent Balance Sheet, showing the aging thereof, is included in Section 2.15 of the Disclosure Schedule. All accounts receivable of the Sellers that have arisen since the Most Recent Balance Sheet Date are valid receivables subject to no setoffs or counterclaims and are collectible (within 90 days after the date on which it first became due and payable), net of a reserve for bad debts in an amount proportionate to the reserve shown on the Most Recent Balance Sheet. Neither Seller has received any written notice from an account debtor stating that any account receivable in an amount in excess of $10,000 is subject to any contest, claim or setoff by such account debtor.

[Intentionally Omitted.]

Insurance . Section 2.17 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, comprehensive general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which either Seller is a party, all of which are in full force and effect. There is no material claim pending under any such policy as to which coverage has been questioned, denied or disputed by the underwriter of such policy. All premiums due and payable under all such policies have been paid, and each Seller is otherwise in compliance in all material respects with the terms of such policies. The Sellers have no knowledge of any threatened termination of, or premium increase with respect to, any such policy.

Litigation . There is no Legal Proceeding which is pending or has been threatened in writing against either Seller which (a) seeks either damages or equitable relief or (b) in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated by this Agreement. There are no judgments, orders or decrees issued by a court of competent jurisdiction outstanding against either Seller.

Warranties . No product or service sold, licensed or delivered by either Seller is subject to any guaranty, warranty, right of return, right of credit or other indemnity other than (i) pursuant to the agreements listed in Section 2.19 of the Disclosure Schedule, and (ii) manufacturers’ warranties for which such Seller has any liability. Section 2.19 of the Disclosure Schedule sets forth the aggregate expenses incurred by the Sellers in fulfilling their obligations under their guaranty, warranty, right of return and indemnity provisions during each of the fiscal years covered by the Financial Statements; and the Sellers do not know of any reason why such expenses should reasonably be expected to significantly increase as a percentage of sales in the future.

Employees .

Section 2.20 of the Disclosure Schedule contains a list of all employees of PureSight-Israel, along with the position and the annual rate of compensation of each such person. Each current or past employee of each Seller has entered into a confidentiality/assignment of inventions agreement with such Seller, a copy or form of which has previously been delivered to the Buyers. Section 2.20 of the Disclosure Schedule contains a list of all employees of each Seller who are a party to a non-competition agreement with either Seller; copies of such agreements have previously been delivered to the Buyers. PureSight-US does not employ any individuals other than Cleve Adams. Section 2.20 of the Disclosure Schedule contains a list of all employees of PureSight-Israel that are not citizens of Israel. To the knowledge of the Sellers, no key employee or group of employees has any plans to terminate employment with the Sellers (other than for the purpose of accepting employment with BCGI-Israel following the Closing) or not to accept employment with BCGI-Israel.

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Neither Seller is a party to or bound by any collective bargaining agreement (apart from any collective bargaining agreements in Israel regarding PureSite-Israel’s employees which may have been extended through extension orders), nor has either of them experienced any strikes, grievances or other collective bargaining disputes. Neither Seller has any knowledge of any organizational effort made or threatened, either currently or within the past two years, by or on behalf of any labor union with respect to employees of either Seller.

Employee Benefits .

Section 2.21(a) of the Disclosure Schedule contains a complete and accurate list of all Seller Plans. Complete and accurate copies of all Seller Plans that have been reduced to writing and all related trust agreements have been delivered to the Buyers.

Each Seller Plan has been administered in all material respects in accordance with its terms.

Each Seller has paid all of its current employees all wages and ancillary and other expenses payable with respect to their employment with such Seller and has made all of the required contributions under law and/or agreement with respect to the employees’ employment, including, as applicable, for accrued leave, convalescence, pension, retirement, severance, commissions and bonuses pursuant to employment agreements, custom, law or as otherwise required.

There are no Legal Proceedings (except claims for benefits payable in the normal operation of the Seller Plans and proceedings with respect to qualified domestic relations orders) against or involving any Seller Plan or asserting any rights or claims to benefits under any Seller Plan that could give rise to any material liability.

There are no unfunded obligations under any Seller Plan providing benefits after termination of employment to any employee of the Sellers (or to any beneficiary of any such employee), including but not limited to retiree health coverage and deferred compensation.

No act or omission has occurred and no condition exists with respect to any Seller Plan that would subject the Sellers to any contractual indemnification or contribution obligation protecting any fiduciary, insurer or service provider with respect to any Seller Plan.

Environmental Matters .

Each Seller has complied with all applicable Environmental Laws. There is no pending or, to the knowledge of the Sellers, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving either Seller.

Neither Seller has any liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment.

Neither Seller is a party to or bound by any court order, administrative order, consent order or other agreement with any Governmental Entity entered into in connection with any legal obligation or liability arising under any Environmental Law.

Set forth in Section 2.22(d) of the Disclosure Schedule is a list of all documents (whether in hard copy or electronic form) that contain any environmental reports, investigations and audits relating to premises currently or previously owned or operated by either Seller (whether conducted by or on behalf of such Seller or a third party, and whether done at the initiative of such Seller or directed by a Governmental Entity or other third party) which either Seller has possession of or access to. A complete and accurate copy of each such document has been provided to the Buyers.

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The Sellers are not aware of any material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by either Seller.

Legal Compliance . Each Seller is currently conducting, and has at all times since inception conducted, its respective businesses in compliance with each applicable law (including rules and regulations thereunder) of any federal, state, local or foreign government, or any Governmental Entity, except for any violations or defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Seller Material Adverse Effect. Neither Seller has received any notice or communication from any Governmental Entity alleging noncompliance with any applicable law, rule or regulation.

Customers and Suppliers . Section 2.24 of the Disclosure Schedule sets forth a list of (a) each customer that accounted for more than 1% of the consolidated revenues of the Sellers during the last full fiscal year and the amount of revenues accounted for by such customer during each such period and (b) each supplier that is the sole supplier of any significant product or service to the Sellers. No such customer or supplier has indicated within the past year that it will stop, or decrease the rate of, buying products or supplying products, as applicable, to the Sellers. All unfilled customer orders and commitments obligating either Seller to process, manufacture or deliver products or perform services were made, and are being filled, in the Ordinary Course of Business.

Permits . Section 2.25 of the Disclosure Schedule sets forth a list of all Permits issued to or held by each Seller. Such listed Permits are the only Permits that are required for the Sellers to conduct their respective businesses as presently conducted. Each such Permit is in full force and effect; the appropriate Seller is in material compliance with the terms of each such Permit, and, neither Sellers has received any written notice as to any threatened suspension or cancellation of such Permit.

Certain Business Relationships With Affiliates . No Affiliate of either Seller (other than the Sellers) (a) owns any property or right, tangible or intangible, which is used in the business of the Sellers, (b) has any claim or cause of action against either Seller, or (c) owes any money to, or is owed any money by, either Seller. Section 2.26 of the Disclosure Schedule describes any commercial transactions between either Seller and any Affiliate of either Seller which occurred or have existed since the beginning of the time period covered by the Financial Statements.

Brokers’ Fees . Neither Seller has any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

Books and Records . The minute books and other similar records of the Sellers contain complete and accurate records of all actions taken at any meetings of such Seller’s shareholders, Board of Directors or any committee thereof and of all written consents executed in lieu of the holding of any such meeting. The books and records of each Seller accurately reflect the assets, liabilities, business, financial condition and results of operations of the Sellers and have been maintained in accordance with good business and bookkeeping practices.

Disclosure . No representation or warranty by the Sellers contained in this Agreement, and no statement contained in the Disclosure Schedule or the Seller Certificate, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. Notwithstanding the foregoing, the Sellers shall not be deemed to make to the Buyers any representation or warranty (express or implied) other than as expressly made by the Sellers in this Agreement.

REPRESENTATIONS AND WARRANTIES OF THE BUYERS

Each Buyer, jointly and severally, represents and warrants to the Sellers that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as to the Closing as though made as of the Closing.

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Organization and Corporate Power . Cellular Express is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and BCGI-Israel is a company duly organized, validly existing and in corporate and tax good standing under the laws of Israel. Each Buyer has all requisite corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it.

Authorization of the Transaction . Each Buyer has all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by each Buyer of this Agreement and the Ancillary Agreements, the performance by the Buyers of this Agreement and the Ancillary Agreements, and the consummation by each Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of such Buyer. This Agreement has been duly and validly executed and delivered by each Buyer and constitutes, and each of the Ancillary Agreements, upon its execution and delivery by such Buyer, will constitute, a valid and binding obligation of such Buyer, enforceable against it in accordance with its respective terms.

Noncontravention . Neither the execution and delivery by either Buyer of this Agreement or the Ancillary Agreements, nor the consummation by either Buyer of the transactions contemplated hereby or thereby, will (a) conflict with or violate any provision of the Articles of Organization or by-laws of Cellular Express or the Articles of Association of BCGI-Israel, (b) require on the part of either Buyer any filing with, or permit, authorization, consent or approval of, any Governmental Entity, (c) conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party any right to terminate, modify or cancel, or require any notice, consent or waiver under, any contract or instrument to which either Buyer is a party or by which it is bound or to which any of its assets is subject, (d) result in the imposition of any Security Interest upon any assets of either Buyer or (e) violate any order, writ, injunction, decree, statute, rule or regulation applicable to either Buyer or any of its properties or assets.

Disclosure . No representation or warranty by the Buyers contained in this Agreement, and no statement contained in the Buyer Certificates, contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary, in light of the circumstances under which it was or will be made, in order to make the statements herein or therein not misleading. Notwithstanding anything to the contrary, the Buyers shall not be deemed to make to the Sellers any representation or warranty (express or implied) other than as expressly made by the Buyers in this Agreement.

Independent Investigation . The Buyers, in entering into the transactions contemplated in this Agreement, have relied upon an independent investigation made by themselves and their representatives, if any, and information furnished to them by the Sellers. In making their decision to enter and execute this Agreement, the Buyers are not relying on any oral representations or assurances from Seller or any other person. The Buyers have such experience in business and financial matters that they are capable of evaluating the risks involved in the contemplated transaction.

PRE-CLOSING COVENANTS

Closing Efforts . Each of the Parties shall use its commercially reasonable efforts to take all actions and to do all things necessary, proper or advisable to consummate the transactions contemplated by this Agreement, including using its commercially reasonable efforts to ensure that (i) its representations and warranties remain true and correct in all material respects through the Closing Date and (ii) the conditions to the obligations of the other Party to consummate the transactions contemplated by this Agreement are satisfied.

Governmental and Third-Party Notices and Consents .

Each Party shall use its commercially reasonable efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement.

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Each Seller shall use its respective commercially reasonable efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, including, with respect to PureSight-Israel if so requested by BCGI-Israel prior to the Closing, the written consent of the Israeli Investment Center regarding the assignment of PureSight-Israel’s rights and obligations under the Approved Enterprise Scheme to BCGI-Israel, including any Grants associated therewith, and to give all such notices to third parties, as are required to be listed in the Disclosure Schedule.

If (i) any of the Assigned Contracts or other assets or rights constituting Acquired Assets may not be assigned and transferred by the Sellers to the Buyers (as a result of either the provisions thereof or applicable law) without the consent or approval of a third party, (ii) the Sellers, after using their commercially reasonable efforts, are unable to obtain such consent or approval prior to the Closing and (iii) the Closing occurs nevertheless, then (A) such Assigned Contracts and/or other assets or rights shall not be assigned and transferred by the applicable Seller to the Buyers at the Closing and the Buyers shall not assume such Seller’s liabilities or obligations with respect thereto at the Closing, (B) the Sellers shall continue to use their commercially reasonable efforts to obtain the necessary consent or approval as soon as practicable after the Closing, and (C) upon the obtaining of such consent or approval, the Buyers and the Sellers shall execute such further instruments of conveyance (in substantially the form executed at the Closing) as may be necessary to assign and transfer such Assigned Contracts and/or other assets or rights (and the associated liabilities and obligations of the Sellers) to the Buyers.

Stockholder Approval .

PureSight-US shall use its commercially reasonable efforts to obtain, as promptly as practicable, the Requisite Stockholder Approval, either at a special meeting of stockholders or pursuant to a written stockholder consent, all in accordance with the applicable requirements of the Delaware General Corporation Law. If the Requisite Stockholder Approval is obtained by means of a written consent, PureSight-US shall send, pursuant to Section 228 of the Delaware General Corporation Law, a written notice to all stockholders of PureSight-US that did not execute such written consent informing them that the sale of the Acquired Assets as contemplated by this Agreement was approved by the stockholders of PureSight-US.

Blumberg Capital I, L.P., Blumberg Capital Affiliates I, L.P. and Hitachi Ltd. each agree (i) to vote all shares of capital stock of PureSight-US that are beneficially owned by him, her or it in favor of the adoption of this Agreement and the approval of the transactions contemplated by this Agreement, (ii) not to vote any such shares in favor of any other acquisition (whether by way of merger, consolidation, share, exchange, stock purchase or asset purchase) of all or a majority of the outstanding capital stock or assets of PureSight-US or PureSight-Israel and (iii) otherwise to use his, her or its commercially reasonable efforts to obtain the Requisite Stockholder Approval.

Operation of Business . Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, each Seller shall (conduct its operations in the Ordinary Course of Business and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use its commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, prior to the Closing, neither Seller shall, without the written consent of the Buyers:

issue or sell any shares or other securities of such Seller or any options, warrants or other rights to acquire any such shares or other securities (except pursuant to the conversion or exercise of options, warrants or other convertible securities outstanding on the date hereof);

declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock;

create, incur or assume any indebtedness for borrowed money (including obligations in respect of capital leases); assume, guarantee, endorse or otherwise become liable or responsible