ASSET PURCHASE AGREEMENT

Asset Purchase Agreement

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MOBILITY ELECTRONICS INC | INVISION WIRELESS, LLC | INVISION SOFTWARE INC.

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Title: ASSET PURCHASE AGREEMENT
Governing Law: Arizona Date: 3/5/2004
Industry: Computer Peripherals Sector: Technology

ASSET PURCHASE
AGREEMENT, Parties: mobility electronics inc , invision wireless llc , invision software inc.

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Exhibit 10.32

ASSET PURCHASE AGREEMENT

BY AND AMONG

INVISION WIRELESS, LLC

AND

INVISION SOFTWARE INC.

TOGETHER AS "SELLER"

AND

MOBILITY ELECTRONICS, INC.

AS "BUYER"

Dated as of

November 14, 2003

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TABLE OF CONTENTS

<TABLE>

PAGE

<S> <C>

ARTICLE I DEFINITIONS........................................................1

ARTICLE II PURCHASE AND SALE OF ASSETS.......................................1

ARTICLE III CLOSING..........................................................1

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER..........................1

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER............................1

ARTICLE VI COVENANTS OF SELLER AND BUYER.....................................1

ARTICLE VII CONDITIONS PRECEDENT.............................................1

ARTICLE VIII CONDUCT OF SELLER AND BUYER PENDING THE CLOSING.................1

ARTICLE IX ACTIONS BY SELLER AND BUYER AFTER THE CLOSING.....................1

ARTICLE X TERMINATION........................................................1

ARTICLE XI MISCELLANEOUS.....................................................1

</TABLE>

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EXHIBITS

<TABLE>

Exhibit

<S> <C>

A Form of Bill of Sale

B Form of Assignment of Contract Rights

C Form of Assumption of Contract Rights

D Consulting Agreement with Joseph Spiteri

E Employment Agreement with Herbert Feinstein

</TABLE>

SCHEDULES

Schedule 1.17 Equipment

Schedule 1.18.12 Other Excluded Assets

Schedule 2.4.1.3 Non-Symbol Branded Cradles

Schedule 4.1 Ownership

Schedule 4.3 Changes

Schedule 4.5.2 Assumed Contracts

Schedule 4.6 Permits and Consents

Schedule 4.8 Financial Statements and Non-GAAP Items

Schedule 4.10 Litigation

Schedule 4.15 Intellectual Property Assets

Schedule 4.17 Customers

Schedule 4.18 Warranties

Schedule 4.19 Liabilities

<PAGE>

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement"), dated as of November 14,

2003, is by and among Mobility Electronics, Inc., a Delaware corporation

("Buyer") and InVision Wireless, LLC, a New York limited liability company,

("InVision Wireless") and InVision Software Inc. a New York corporation

("InVision Software," and together with InVision Wireless, collectively referred

to herein as "Seller").

RECITALS

A. Seller owns certain assets which it uses in its conduct of the Business

(as defined below).

B. Buyer desires to purchase from Seller, and Seller desires to sell to

Buyer, such assets as more specifically identified below and in Schedules

attached hereto, upon the terms and subject to the conditions of this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants and promises

contained herein and for other good and valuable consideration, the receipt and

adequacy of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

1.1 Defined Terms. As used herein, the terms below shall have the

following meanings. Any of such terms, unless the context otherwise requires,

may be used in the singular or plural, depending upon the reference.

1.2 "Affiliate" shall have the meaning set forth in the Securities

Exchange Act of 1934, as amended, and the rules and regulations thereunder.

1.3 "Ancillary Agreements" shall mean the Bill of Sale, Assignment of

Contract Rights, and Assumption of Contract Rights between Buyer and Seller, and

the Consulting Agreement between Joseph Spiteri and Buyer, and the Employment

Agreement between Herbert Feinstein and Buyer, executed as of the Closing Date.

1.4 "Assets" shall mean all of the right, title and interest of Seller in

and to the business, properties, assets and rights of any kind, whether tangible

or intangible, and constituting, or used or useful in connection with, or

related to, the Business, including without limitation all of Seller's right,

title and interest in the following (but not including, in any case, the

Excluded Assets):

1.4.1 all rights of Seller under the Assumed Contracts listed on

Schedule 4.5.2;

1.4.2 all Equipment related to the Business;

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1.4.3 all Books and Records related to the Business;

1.4.4 all Intellectual Property Assets related to the Business;

1.4.5 to the extent transferable, all Permits related to the

Business;

1.4.6 all current software related to the Business;

1.4.7 all available sales literature, promotional literature,

customer, supplier and distributor lists, display units and purchasing records

related to the Business;

1.4.8 those rights under or pursuant to warranties, representations

and guarantees made by suppliers and dealers in connection with the Assets or

services furnished to Seller pertaining to the Business or affecting the Assets,

to the extent such warranties, representations and guarantees (i) are not

required by Seller to fulfill its obligations under this Agreement and (ii) are

assignable; and

1.4.9 except as may relate to Excluded Assets, all claims, causes of

action, choices in action, rights of recovery and rights of set-off of any kind,

against any person or entity, including without limitation any liens, security

interests, pledges or other rights to payment or to enforce payment in

connection with products delivered by Seller in connection with the Business on

or prior to the Closing Date.

1.5 "Balance Sheet" shall mean the balance sheet of InVision Wireless

dated as of the date hereof, together with the notes thereon.

1.6 "Books and Records" shall mean (a) all records and lists of Seller

pertaining to the Assets, (b) all records and lists which pertain to the

Business, customers of the Business, suppliers of the Business, or personnel of

Seller working in connection with the Business, (c) all product, business and

marketing plans of Seller, and (d) all books, ledgers, trial balances, files,

reports, plans, drawings and operating records of every kind maintained by

Seller relating to the Assets, but excluding the originals of Seller's minute

books, stock books, tax returns and accounting ledgers (provided that Buyer will

be provided copies of tax returns and accounting records if it so requests).

1.7 "Business" shall mean Seller's hardware business, including, but not

limited to, all direct and indirect sales of hardware to Symbol or to Symbol's

customers.

1.8 "Cash Equivalents" shall mean (i) marketable direct obligations issued

by the United States Government or any state or any political subdivision

thereof maturing within one year from the date of acquisition thereof; (ii)

commercial paper maturing no more than 270 days from the date of creation

thereof; (iii) certificates of deposit or bankers' acceptances maturing within

one year from the date of acquisition thereof; and (iv) investments in money

market funds which invest substantially all their assets in securities of the

types described in clauses (i) through (iii) above.

1.9 "Closing" or "Closing Date" shall mean December 1, 2003, or such other

date as Buyer and Seller shall mutually agree upon.

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1.10 "Closing Balance Sheet" shall mean the Balance Sheet of InVision

Wireless dated as of the Closing Date.

1.11 "Closing Financial Statements" shall mean the Closing Balance Sheet

and the income statement of InVision Wireless dated as of the Closing Date.

1.12 "Code" shall mean the Internal Revenue Code of 1986, as amended, and

the rules and regulations thereunder.

1.13 "Consent" shall mean any consent, approval, authorization, waiver,

permit, grant, franchise, concession, agreement, license, exemption or order of,

registration, certificate, declaration or filing with, or report or notice to,

any person or entity, including but not limited to any governmental authority.

1.14 "Contract" shall mean any agreement, contract, note, loan, evidence

of indebtedness, purchase, order, letter of credit, franchise agreement,

undertaking, covenant not to compete, employment agreement, license, instrument,

obligation or commitment to which Seller is a party or is bound and which

relates to the Business or the Assets, whether oral or written.

1.15 "Damages" shall mean any and all claims, damages, costs, losses

(including without limitation diminution in value), Taxes, liabilities,

judgments, penalties, fines, obligations, lawsuits, deficiencies, demands and

expenses (whether or not arising out of third-party claims), including without

limitation interest, penalties, costs of mitigation, losses in connection with

any environmental law (including without limitation any clean-up or remedial

action), lost profits and other losses resulting from any shutdown or

curtailment of operations, damages to the environment, attorneys' fees, experts'

fees and all amounts paid in investigation, defense or settlement of any of the

foregoing.

1.16 "Encumbrance" shall mean any claim, lien, pledge, option, charge,

easement, security interest, deed of trust, mortgage, right-of-way,

encroachment, building or use restriction, conditional sales agreement,

encumbrance or other right of third parties, whether voluntarily incurred or

arising by operation of law, and includes, without limitation, any agreement to

give any of the foregoing in the future, and any contingent sale or other title

retention agreement or lease in the nature thereof.

1.17 "Equipment" shall mean the engineering and manufacturing equipment of

Seller exclusively used to test or manufacture products produced in connection

with the Business and all tools, supplies, equipment, machinery, signs and other

tangible personal property owned by Seller and used in connection with the

Business, including without limitation all items listed on Schedule 1.17 (but

not including any Excluded Assets).

1.18 "Excluded Assets," notwithstanding any other provision of this

Agreement, shall mean the following assets of Seller which are not to be

acquired by Buyer hereunder:

1.18.1 all cash and Cash Equivalents held by Seller (including bank

accounts);

1.18.2 Buyer's name, Website, email address, telephone and facsimile

numbers currently used in the Business;

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1.18.3 all accounts receivable listed on the Closing Balance Sheet;

1.18.4 prepayments or prepaid expenses (including all prepaid

insurance premiums and prepaid taxes) of Seller;

1.18.5 all Permits, to the extent not transferable;

1.18.6 the Real Property;

1.18.7 all claims, causes of action, choices in action, rights of

recovery and rights of set-off of any kind against any person or entity arising

out of or relating to the Assets to the extent directly related to the Excluded

Liabilities or to the Excluded Assets;

1.18.8 all Contracts other than the Assumed Contracts;

1.18.9 the Purchase Price received by Seller in connection with this

Agreement;

1.18.10 all contract software work produced by Seller that is

unrelated to the Business;

1.18.11 all Inventory relating to the Business;

1.18.12 certain other assets listed on Schedule 1.18.12.

1.19 "Facility" shall mean the offices, maintenance and storage

facilities, warehouses, improvements, other structures, and all real property

and related facilities which are used in the conduct of the Business, and which

is located at 110 Lake Avenue South, Suite 35, Nesconset, New York 11767.

1.20 "Financial Statements" shall mean the Year-End Financial Statements,

the Balance Sheet and the Closing Financial Statements.

1.21 "Intellectual Property" shall mean any and all United States and

foreign: (a) patents (including reexaminations, design patents, industrial

designs and utility models) and patent applications (including docketed patent

disclosures awaiting filing, provisional applications, reissues, divisions,

continuations, continuations-in-part and extensions), patent disclosures

awaiting filing determination, inventions and improvements thereto; (b)

trademarks, service marks, trade names, trade dress, logos, business and product

names, slogans, and registrations and applications for registration thereof; (c)

copyrights (including software) and registrations thereof; (d) inventions,

processes, designs, formulae, trade secrets, know-how, industrial models,

confidential and technical information, manufacturing, engineering and technical

drawings, product specifications and confidential business information; (e) mask

work and other rights and registrations thereof; (f) intellectual property

rights similar to any of the foregoing; (g) copies and tangible embodiments

thereof (in whatever form or medium, including electronic media).

1.22 "Inventory" shall mean all of Seller's finished goods, accessory

goods and raw materials inventory, and all of Seller's new and/or usable repair

or replacement parts, supplies,

<PAGE>

and packaging items and similar items with respect to the Business, in each

case, wherever the same may be located.

1.23 "Material Adverse Effect" or "Material Adverse Change" shall mean

with respect to the Business or the Assets any significant and substantial

adverse effect or change in the condition (financial or other), business,

results of operations, prospects, assets, liabilities or operations of the

Business and/or the Assets or on the ability of Seller to consummate the

transactions contemplated hereby, or any event or condition which would, with

the passage of time, constitute a "Material Adverse Effect" or "Material Adverse

Change.

1.24 "Mobility Shares" shall mean the Closing Shares and the Earnout

Shares.

1.25 "Permits" shall mean all licenses, permits, franchises, approvals,

authorizations, consents or orders of, or filings with, any governmental

authority, whether foreign, federal, state or local, or any other person,

necessary or desirable for the past, present or anticipated conduct of, or

relating to the operation of, the Business.

1.26 "Real Property" shall mean all real property either owned, leased, or

used by Seller which is used in the conduct of the Business, including without

limitation all rights, easements and privileges appertaining or relating

thereto, all buildings, fixtures, and improvements located thereon and all

Facilities thereon, if any.

1.27 "Representative" shall mean any officer, director, principal,

attorney, agent, employee or other representative.

1.28 "Symbol" shall mean Symbol Technologies, Inc., a Delaware

corporation.

1.29 "Tax" shall mean any federal, state, local, foreign or other tax,

levy, impost, fee, assessment, custom duty, or other government charge,

including without limitation income, estimated income, business, occupation,

franchise, property, payroll, personal property, sales, transfer, use,

employment, commercial rent, occupancy, franchise or withholding taxes, and any

premium, including without limitation interest, penalties and additions in

connection therewith.

1.30 "Warranties" shall mean standard and customary warranties provided by

Seller in connection with products sold by Seller in connection with the

Business, as set forth on Schedule 4.18.

1.31 "Year-End Financial Statements" shall mean the balance sheets and

income statements of InVision Wireless dated as of InVision Wireless' fiscal

years ended 2001 and 2002.

1.32 Other Defined Terms. The following terms shall have the meanings

defined for such terms in the Sections set forth below:

<TABLE>

Term Section

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<S> <C>

Actions 4.10

Asset Acquisition Statements Under 1060 2.4.2

</TABLE>

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<TABLE>

Term Section

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<S> <C>

Assumed Contracts 4.5.2

Assumed Liabilities 2.2

Assumption of Contract Rights 3.2.2

Claim 9.4.4

Claim Notice 9.4.4

Closing Shares 2.4.1.1

Commission 4.20.2

Damages 9.4.7

Earnout Period 2.4.1.2

Earnout Shares 2.4.1.2

Excluded Liabilities 2.3

Indemnifiable Events 9.4.1

Intellectual Property Assets 4.15.1

InVision License 6.1

Net Revenue 2.4.1.2

Purchase Price 2.4.1

Quarterly Cash Payment 2.4.1.3

Securities Act 4.20.2

SEC Documents 5.7

Selling Expenses 6.3.1.6

Set-Off Notice 9.4.5

Software Programs 6.1

</TABLE>

ARTICLE II

PURCHASE AND SALE OF ASSETS

2.1 Transfer of Assets. Upon the terms and subject to the conditions

contained herein, at the Closing, Seller will sell, convey, transfer, assign and

deliver to Buyer free and clear of any Encumbrance (other than Assumed

Liabilities), and Buyer will acquire from Seller, the Assets.

2.2 Assumption of Liabilities. Upon the terms and subject to the

conditions contained herein, at the Closing, Buyer shall assume and thereafter

pay, perform or discharge, as the case may be, all obligations and liabilities

accruing, arising out of, or relating to events or occurrences happening after

the Closing Date under the Assumed Contracts listed on Schedule 4.5.2, but not

including any obligation or liability for any breach of any Contract occurring

on or prior to the Closing Date (the "Assumed Liabilities").

2.3 Excluded Liabilities. Notwithstanding any other provision of this

Agreement, except for the Assumed Liabilities expressly specified in Section

2.2, Buyer shall not assume, or otherwise be responsible for, any of Seller's

liabilities or obligations, whether actual or contingent, matured or un-matured,

liquidated or un-liquidated, known or unknown, or related or unrelated to the

Business or the Assets, whether arising out of occurrences prior to, at or after

the date hereof (collectively, "Excluded Liabilities"), which Excluded

Liabilities include, without limitation:

<PAGE>

2.3.1 any liability or obligation to or in respect of any employees

or former employees of Seller including without limitation (i) any employment

agreement, whether or not written, between Seller and any person, (ii) any

liability under any employee plan at any time maintained, contributed to or

required to be contributed to by or with respect to Seller or under which Seller

may incur liability, or any contributions, benefits or liabilities therefor, or

any liability with respect to Seller's withdrawal or partial withdrawal from or

termination of any employee plan and (iii) any claim of an unfair labor

practice, or any claim under any state unemployment compensation or worker's

compensation law or regulation or under any federal or state employment

discrimination law or regulation, which shall have been asserted on or prior to

the Closing Date or is based on acts or omissions which occurred on or prior to

the Closing Date;

2.3.2 any liability or obligation of Seller in respect of any Tax;

2.3.3 any liability arising from service and dealer work performed;

2.3.4 any liability arising from any injury to or death of any

person or damage to or destruction of any property, whether based on negligence,

breach of warranty, strict liability, enterprise liability or any other legal or

equitable theory arising from defects in products sold or services performed by

or on behalf of Seller or any other person or entity on or prior to the Closing

Date, or arising from any other cause, including without limitation any

liabilities arising (on a date of occurrence basis or otherwise) on or prior to

the Closing Date relating to the use or misuse of Equipment;

2.3.5 any liability or obligation of Seller arising out of or

related to any Action against Seller or any Action which adversely affects the

Assets and which shall have been asserted on or prior to the Closing Date or to

the extent the basis of which shall have arisen on or prior to the Closing Date;

2.3.6 any liability or obligation of Seller resulting from entering

into, performing its obligations pursuant to or consummating the transactions

contemplated by, this Agreement (including without limitation any liability or

obligation of Seller pursuant to Article VIII hereof);

2.3.7 any liability or obligation related to the Facilities;

2.3.8 any liability or obligation arising out of any environmental

law;

2.3.9 any liability or obligation arising under or related to any

lease relating to the Real Property; and

2.3.10 any outstanding debt obligations of Seller.

2.4 Purchase Price.

2.4.1 Purchase Price. Upon the terms and subject to the conditions

set forth herein, Buyer shall pay to InVision Wireless, in consideration for the

Assets, the following (the "Purchase Price"):

<PAGE>

2.4.1.1 on the Closing Date, Buyer shall issue to InVision

Wireless Seventy Thousand (70,000) shares of Mobility's common stock, $0.01 par

value per share (the "Closing Shares");

2.4.1.2 for a period of thirty-six months following the

Closing Date, Buyer shall issue to InVision Wireless, up to a maximum aggregate

of One Hundred and Fifty Thousand (150,000) shares of Mobility's common stock,

$0.01 par value per share (the "Earnout Shares") at the rate of Fifteen Thousand

(15,000) Earnout Shares for each $10 million in Net Revenue (as defined below)

received by Buyer from Symbol during the first thirty-six (36) months after the

Closing Date (the "Earnout Period"). "Net Revenue" shall mean gross revenue

minus discounts from selling price and actual product returns as determined by

Buyer in accordance with generally accepted accounting principles. The Earnout

Shares will be issued to InVision Wireless within sixty (60) days after each

such goal is achieved; and

2.4.1.3 for a period of three (3) years following the Closing

Date, Buyer will pay InVision Wireless a quarterly cash payment (the "Quarterly

Cash Payment") equal to fifteen percent (15%) of the Net Revenue generated by

Buyer from sales of non-Symbol branded cradles set forth on Schedule 2.4.1.3

attached hereto , but not to exceed fifty percent (50%) of Buyer's gross margin

on such products (all as determined by Buyer in accordance with generally

accepted accounting principles). The Quarterly Cash Payment shall be paid to

InVision Wireless within forty-five (45) days following the last day of each

fiscal quarter of Buyer during such three (3) year period.

2.4.2 Allocation of Purchase Price. The Purchase Price shall be

allocated among the Assets in the manner required by Section 1060 of the Code

and regulations thereunder. Buyer and Seller agree to each prepare and file on a

timely basis with the Internal Revenue Service substantially identical initial

and supplemental Internal Revenue Service Forms 8594 "Asset Acquisition

Statements Under Section 1060."

2.5 Personal Property Taxes. Seller's prorated share of the personal

property taxes shall be payable notwithstanding the fact that such tax may

become payable after the Closing Date. Accordingly, Seller will be responsible

for paying its prorated share of the 2003 personal property taxes in amounts

required by law when such taxes become due and payable.

2.6 Closing Costs; Transfer Taxes and Fees. Seller shall be responsible

for paying (i) any documentary and transfer taxes and any sales, use or other

taxes imposed by reason of the transfers of Assets provided hereunder and any

deficiency, interest or penalty asserted with respect thereto and (ii) all costs

of obtaining the transfer of existing Permits which may be lawfully transferred,

(iii) all fees and costs of recording or filing all applicable conveyancing

instruments described in Section 3.1, and (iv) all fees and costs of recording

or filing all UCC termination statements and other releases of Encumbrances.

2.7 Risk of Loss. All risk of loss with respect to the Assets and Business

of Seller on or before the Closing Date shall remain the sole risk of Seller.

ARTICLE III

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CLOSING

3.1 Conveyances at Closing by Seller. To effect the sale and transfer

referred to in Section 2.1 hereof and subject to satisfaction or waiver by

Seller of the conditions set forth in Section 7.2 hereof, at Closing, Seller

agrees to execute and deliver to Buyer, or file with such governmental

authorities as may be appropriate:

3.1.1 one or more bills of sale, each in the form of Exhibit A

attached hereto, conveying in the aggregate all of Seller's owned personal

property included in the Assets, free and clear of all Encumbrances;

3.1.2 subject to Section 7.1.6, Assignments of Contract Rights, in

the form of Exhibit B attached hereto, with respect to the Assumed Contracts;

3.1.3 assignments of Intellectual Property Assets, in recordable

form to the extent necessary to assign such rights, each in a form acceptable to

Buyer;

3.1.4 subject to Section 7.1.6, all Permits and any other third

party consents required for the valid transfer of the Assets as contemplated by

this Agreement;

3.1.5 the Closing Financial Statements;

3.1.6 the certificates and other documents described in Article VII

hereof;

3.1.7 all documents necessary to release the Assets from all

Encumbrances;

3.1.8 resolutions adopted by Seller's board of directors and, to the

extent necessary, shareholders approving this Agreement, certified by the

secretary of Seller;

3.1.9 a certificate from the Secretary of State of the State of New

York as to Seller's good standing as of the date of the Closing; and

3.1.10 such other instruments as shall be reasonably requested by

Buyer to vest in Buyer title in and to the Assets in accordance with the

provisions hereof, all of which instruments including those specifically listed

above shall be in form and substance acceptable to Seller and its counsel.

3.2 Conveyances at Closing by Buyer. To effect the assumption of

liabilities referred to in Section 2.2 hereof and the payment obligations set

forth in Section 2.4 hereof, subject to satisfaction or waiver by Buyer of the

conditions set forth in Section 7.1 hereof, at Closing, Buyer agrees to execute

and deliver to InVision Wireless, or file with such governmental authorities as

may be appropriate:

3.2.1 the Closing Shares pursuant to Section 2.4.1.1 hereof;

3.2.2 an Assumption of Contract Rights, in the form attached hereto

as Exhibit C (the "Assumption of Contract Rights"), with respect to the Assumed

Contracts;

<PAGE>

3.2.3 the certificates and other documents described in Article VII

hereof;

3.2.4 a certificate from the Secretary of State of the State of

Delaware as to Buyer's good standing as of the date of the Closing; and

3.2.5 such other instruments as shall be reasonably requested by

Seller in accordance with the provisions hereof, all of which instruments

including those specifically listed above shall be in the form and substance

reasonably acceptable to Buyer and its counsel.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Each Seller hereby jointly and severally represents and warrants to Buyer

as follows, which representations and warranties as of the dates of delivery of

the respective Schedules and as of the Closing Date shall be true and correct:

4.1 Organization of Seller. InVision Wireless is a limited liability

company duly organized, validly existing and in good standing under the laws of

the State of New York. Copies of the Articles of Organization and Operating

Agreement, and all amendments thereto, heretofore delivered to Buyer are

accurate and complete as of the date hereof. InVision Software is a corporation

duly organized, validly existing and in good standing under the laws of the

State of New York. Copies of the Certificate of Incorporation and Bylaws of

InVision Software, and all amendments thereto, heretofore delivered to Buyer are

accurate and complete as of the date hereof. Other than as listed on Schedule

4.1, Seller has no direct or indirect stock or other equity or ownership

interest (whether controlling or not) in any corporation, association,

partnership, joint venture or other entity which engages in a business

substantially similar to the Business.

4.2 Authorization. Seller has all requisite corporate power and authority,

and has taken all corporate action necessary, to own, lease and operate the

Assets, to conduct the Business as it is presently being conducted, to execute

and deliver this Agreement and each Ancillary Agreement to which it will be a

party, to consummate the transactions contemplated hereby and to perform its

obligations hereunder. This Agreement has been duly executed and delivered by

Seller and is a legal, valid and binding obligation of Seller enforceable

against it in accordance with its terms. Following their execution and delivery

by Seller and the other parties thereto each of the Ancillary Agreements and

other documents delivered by Seller at Closing will be a legal, valid and

binding obligation of Seller, enforceable against it in accordance with their

terms.

4.3 No Changes to the Assets. Other than as set forth on Schedule 4.3,

since the date of the Balance Sheet:

4.3.1 there has been no actual or threatened adverse change in the

financial condition or results of operation, the Business or the Assets or any

event, condition or state of facts, in either case that is, or would result in a

Material Adverse Change in the Assets or the Business or the prospects for the

Business, including without limitation the loss of any material customers;

<PAGE>

4.3.2 there has not been any sale or other disposition, except in

the ordinary course of Seller's Business, of any of the assets of the Business,

or any Encumbrance placed on the Assets;

4.3.3 Seller has operated the Business in the ordinary course

consistent with Seller's past practice so as to preserve the Business intact,

and to preserve the Business and the goodwill of Seller's suppliers, customers,

distributors and others having business relations with it;

4.3.4 Seller has not changed its accounting methods or practices

(including any change in depreciation or amortization policies or rates) or

revalued any of its assets.

4.4 Assets. Seller has good and marketable fee simple title to the Assets

and upon the consummation of the transactions contemplated hereby will transfer

to Buyer good and marketable title to all of the Assets, free and clear of any

Encumbrances, except for any Encumbrance that Buyer, in its sole discretion,

specifically accepts in writing. The Assets constitute all assets necessary for

the conduct of the Business as presently conducted.

4.5 Contracts and Commitments.

4.5.1 Contracts. Seller has heretofore provided to Buyer a complete

and accurate list of all Contracts of the following categories:

4.5.1.1 Contracts not made in the ordinary course of Seller's

conduct of the Business;

4.5.1.2 Licenses for Intellectual Property used in connection

with the Business;

4.5.1.3 Distribution, dealer, franchise, license, sales or

commission contracts related to the Assets or the Business;

4.5.1.4 Contracts involving expenditures or liabilities,

actual or potential, in excess of $10,000 or otherwise material to the Business

or the Assets, and not cancelable (without liability) within 30 calendar days;

4.5.1.5 Contracts or commitments relating to commission

arrangements with others related to the Assets;

4.5.1.6 Promissory notes, loans, agreements, and evidences of

indebtedness relating to an obligation to pay money where Seller shall be the

borrower, lender or guarantor thereunder or whereby any Assets are pledged to

secure such obligation;

4.5.1.7 Leases of personal property related to the Assets; and

4.5.1.8 Contracts containing covenants limiting the freedom of

Seller or any officer, director or shareholder of Seller to engage in any line

of business or compete with any person to the extent related to the Assets or

the Business.

<PAGE>

4.5.2 Assumed Contracts. All of the Contracts which will be assumed

by Buyer (the "Assumed Contracts") are listed on Schedule 4.5.2 and are valid

and in full force and effect. Seller has duly performed all of its obligations

under the Assumed Contracts to the extent those obligations to perform have

accrued, and no violation of, or default or breach under any Assumed Contracts

by Seller or, to Seller's knowledge, any other party has occurred and neither

Seller nor, to Seller's knowledge, any other party has repudiated any provisions

thereof.

4.6 Permits and Consents. Seller has all Permits required to conduct the

Business, except where the failure to obtain such Permits would not have a

Material Adverse Effect on the Assets or the Business. All Permits of Seller

related to the Business are valid and in full force and effect and are listed on

Schedule 4.6. Except as disclosed on Schedule 4.6, no notice to, declaration,

filing or registration with, or authorization, or Consent or approval of, or

Permit from, any governmental or regulatory body or authority, or any other

person or entity, is required to be made or obtained by Seller in connection

with the execution, delivery or performance of this Agreement and the

consummation of the transactions contemplated hereby, except where the failure

to comply with such requirement would not have a Material Adverse Effect on the

Assets or the consummation of the transactions contemplated hereby. Schedule 4.6

sets forth all Consents required for the assignment by Seller to Buyer of the

Assumed Contracts. All of the Assumed Contracts will be enforceable by Buyer

after the Closing to the same extent as if the transactions contemplated by this

Agreement had not been consummated.

4.7 No Conflict or Violation. After giving effect to Consents and lien

releases that have been obtained from third parties or will be so obtained prior

to the Closing Date, neither the execution and delivery of this Agreement by

Seller, nor the consummation of the transactions contemplated hereby, nor

compliance by Seller with any of the provisions hereof, will (a) violate or

conflict with any provision of the Certificate of Incorporation or Bylaws of

Seller, (b) violate, conflict with, or result in a breach of any provision of,

or constitute a default (or an event which, with notice or lapse of time or

both, would constitute a default) under, or result in the termination of, or

accelerate the performance required by, or result in a right of termination or

acceleration under, or result in the creation of any Encumbrance upon any of the

Assets under, any of the terms, conditions or provisions of any Contract,

Permit, agreement, or other instrument or obligation (i) to which Seller is a

party or (ii) by which the Assets are bound, (c) violate, except where such

violation would not, individually or in the aggregate, have a Material Adverse

Effect on the Assets or the Business, any statute, rule, regulation, ordinance,

code, order, judgment, ruling, writ, injunction, decree or award or (d) impose

any Encumbrance, restriction or charge on the Assets or the Business.

4.8 Financial Statements. Attached hereto as Schedule 4.8 are the

Financial Statements of InVision Wireless. The Financial Statements (a) are in

accordance with the underlying books and records of Seller, (b) have been

prepared in accordance with generally accepted accounting principles

consistently applied throughout the periods covered thereby (except as otherwise

described in Schedule 4.8) and (c) fairly and accurately present the assets,

liabilities (including all reserves) and financial position of InVision Wireless

as of the respective dates thereof and the results of operations and changes in

cash flows for the periods then ended (subject, in the case of interim Financial

Statements, to normal year-end adjustments). At the respective dates of the

Financial Statements, there were no liabilities of InVision Wireless, which, in

accordance with generally accepted accounting principles, should have been shown

<PAGE>

reflected in the Financial Statements or the notes thereto, which are not shown

or reflected in the Financial Statements or the notes thereto.

4.9 Books and Records. Seller has made and kept (and given Buyer access

to) Books and Records and accounts, which, in reasonable detail, accurately and

fairly reflect the activities of Seller in connection with the Business. A copy

of the minute book of Seller has been previously delivered to Buyer. The copies

of the stock book records of Seller previously delivered to Buyer are true,

correct and complete, and accurately reflect all transactions effected in

Seller's stock through and including the date hereof.

4.10 Litigation. Except as set forth on Schedule 4.10, there is no action,

order, writ, injunction, judgment or decree outstanding or any claim, suit,

litigation, proceeding, labor dispute, arbitral action, governmental audit or

investigation (collectively, "Actions") pending, or to the best knowledge of

Seller, threatened or anticipated (a) against, related to or affecting Seller,

the Business or the Assets or (b) seeking to delay, limit or enjoin the

transactions contemplated by this Agreement. Seller is not in default with

respect to or subject to any judgment, order, writ, injunction or decree of any

court or governmental agency, and there are no unsatisfied judgments against

Seller, the Business or the Assets.

4.11 Labor Matters. Seller is not a party to any labor agreement with

respect to its employees with any labor organization, union, group or

association and there are no employee unions (nor any other similar labor or

employee organizations) under local statutes, custom or practice. Seller has not

experienced any attempt by organized labor or its representatives to make Seller

conform to demands of organized labor relating to its employees or to enter into

a binding agreement with organized labor that would cover the employees of

Seller.

4.12 Compliance with Law. Seller, the conduct of the Business and the

operation of the Facilities have not violated and are in compliance with all

laws, statutes, ordinances, regulations, rules and orders of any foreign,

federal, state or local government and any other governmental department or

agency, and any judgment, decision, decree or order of any court or governmental

agency, department or authority, including without limitation environmental

laws, relating to the Assets, Facilities or Business or operations of Seller,

except where the violation or failure to comply, individually or in the

aggregate, would not have a Material Adverse Effect on the Facilities, the

Assets or the Business. Seller and the conduct of the Business and the operation

of the Facilities are in conformity with all energy, public utility, zoning,

building and health codes, regulations and ordinances, OSHA and environmental

laws and all other foreign, federal, state, and local governmental and

regulatory requirements, except where any nonconformity would not have a

Material Adverse Effect on the Facilities, the Assets or the Business. Seller

has not received any notice to the effect that, or otherwise been advised that,

it is not in compliance with any such statutes, regulations, rules, judgments,

decrees, orders, ordinances or other laws, and Seller has no reason to

anticipate that any existing circumstances are likely to result in violations of

any of the foregoing, which non-compliance or violation could, in any one case

or in the aggregate, have a Material Adverse Effect on the Facilities, the

Assets or the Business.

4.13 No Brokers. Neither Seller nor any of its respective officers,

directors, employees, shareholders or Affiliates has employed or made any

agreement with any broker,

<PAGE>

finder or similar agent or any person or firm which will result in an obligation

to pay any finder's fee, brokerage fees or commission or similar payment in

connection with the transactions contemplated hereby.

4.14 No Other Agreements to Sell the Assets. Neither Seller nor any of its

respective officers, directors, shareholders or Affiliates have any commitment

or legal obligation, absolute or contingent, to any other person or firm other

than the Buyer to sell, assign, transfer or effect a sale of any of the Assets

(other than inventory in the ordinary course of business), or to effect a

liquidation, dissolution or other reorganization of Seller.

4.15 Intellectual Property.

4.15.1 Intellectual Property. Schedule 4.15 contains a complete and

correct list and a brief description, of all Intellectual Property in which

Seller has any interest whatsoever and that is primarily related to, used in,

held for use in connection with, or necessary for the conduct of, or otherwise

material to, the Business (the "Intellectual Property Assets"). The Intellectual

Property Assets listed in Schedule 4.15 are all those used by Seller in

connection with the Business and are identified as "owned" and "licensed"

Intellectual Property Assets.

4.15.2 Royalties and Licenses. Except as set forth on Schedule 4.15,

no person has a right to receive a royalty or similar payment in respect of any

Intellectual Property Assets. Except as set forth on Schedule 4.15, Seller has

no licenses granted, sold or otherwise transferred by or to it or other

agreements to which it is a party, relating in whole or in part to any of the

Intellectual Property Assets.

4.15.3 Ownership and Protection of Intellectual Property. As

applicable, Seller owns or has the right to use pursuant to license, sublicense,

agreement, or permission all Intellectual Property Assets free from any

Encumbrances, and as to the owned Intellectual Property Assets, free from any

requirement of any past, present, or future royalty payments, license fees,

charges or other payments, or conditions or restrictions whatsoever. None of the

owned Intellectual Property Assets are involved in any pending or to the best

knowledge of Seller, threatened litigation, none of the licensed Intellectual

Property Assets are involved in any pending or, to the best knowledge of Seller,

threatened litigation involving Seller and, to the best of Seller's knowledge,

none of the licensed Intellectual Property Assets are involved in any pending or

threatened litigation involving parties other than Seller. Seller has not

received any notice of invalidity or infringement of any rights of others with

respect to such Intellectual Property Assets. To the best of Seller's knowledge

after reasonable investigation, the conduct of the Business does not infringe or

otherwise conflict with any rights of any other firm, corporation, association

or person in respect of any Intellectual Property. To the best knowledge of

Seller after reasonable investigation, none of the owned Intellectual Property

Assets are being infringed or otherwise used or available for use by any other

firm, corporation, association or person. Seller has taken all reasonable and

prudent steps to protect the owned Intellectual Property Assets from

infringement by any other firm, corporation, association or person. Seller's use

of the Intellectual Property Assets is not, to the best of Seller's knowledge

after reasonable investigation, infringing upon or otherwise violating the

rights of any third party in or to such Intellectual Property Assets, nor, to

the best of Seller's knowledge after reasonable investigation, has such

infringement been alleged by any third party. All of the Intellectual Property

Assets are

<PAGE>

valid and enforceable rights of Seller, and the owned Intellectual Property

Assets, will be quit-claimed to Buyer and will not cease to be valid and in full

force and effect by reason of the execution, delivery and performance of this

Agreement or the consummation of the transactions contemplated by this

Agreement.

4.16 Tax Matters.

4.16.1 Filing of Tax Returns. Seller has timely filed with the

appropriate taxing authorities all returns (including without limitation

information returns and other material information) in respect of Taxes required

to be filed through the date hereof and will timely file any such returns

required to be filed on or prior to the Closing Date. The returns and other

information filed are complete and accurate in all material respects. Neither

Seller, nor any group of which Seller now or was a member, has requested any

extension of time within which to file returns (including without limitation

information returns) in respect of any taxes.

4.16.2 Payment of Taxes. All Taxes, in respect of periods beginning

before the Closing Date, have been timely paid, or will be timely paid, or an

adequate reserve has been established therefor, as set forth in the Financial

Statements, and Seller does not have any liability for Taxes in excess of the

amounts so paid or reserves so established. There are no liens for Taxes (other

than as could be asserted for current Taxes not yet due and payable) on the

Assets.

4.16.3 Audits, Investigations or Claims. There are no pending or, to

the best of Seller's knowledge, threatened audits, investigations or claims for

or relating to any material additional liability in respect of Taxes, and there

are no matters under discussion with any governmental authorities with respect

to Taxes that in the reasonable judgment of Seller, or its counsel, is likely to

result in a material additional liability for Taxes. Seller has not been

notified that any taxing authority intends to audit a return for any period. No

extension of a statute of limitations relating to Taxes is in effect with

respect to Seller.

4.16.4 No Withholding. The transaction contemplated herein is not

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