REPAYMENT AGREEMENT

A.  

SaskTel and Wireless Source entered into a Prepaid Cellular Service Card Distribution Agreement dated July 31, 2002 and amended pursuant to a Prepaid Cellular Service Card Distribution Amendment Agreement dated February 28, 2003 and a Prepaid Cellular Service Card Distribution Agreement – ePin Amending Agreement dated December 22, 2004 (collectively, the “Prepaid Card Agreement”).

B.  

SaskTel and Wireless Age entered into a Master Distributorship Agreement dated March 31, 2003 (the “Distributorship Agreement”).

C.  

As of September 30, 2008, Wireless Source is indebted to SaskTel in the amount of $6,366,070.58 pursuant to the Prepaid Card Agreement.  All amounts owing by Wireless Source to SaskTel pursuant to the Prepaid Card Agreement are herein referred to as the “Indebtedness”.

D.  

Wireless Source is indebted in the amount of the Indebtedness to SaskTel and SaskTel is entitled to immediately take steps to enforce repayment of the Indebtedness.

E.   

As of October 23, 2008, SaskTel is indebted to Wireless Age in the amount of $1,718,835.10 pursuant to the Distributorship Agreement.  All amounts now owing or hereafter becoming payable by SaskTel to Wireless Age pursuant to the Distributorship Agreement are herein referred to as the “SaskTel Payable”.

F.   

Wireless Age, Wireless Source and Newlook are indebted or otherwise obligated to TCE Capital Corporation (“TCE”) in the aggregate amount of approximately $2,730,617 (collectively, the “TCE Loans”) and in respect of which TCE holds perfected security interests in the property and assets of Wireless Age, Wireless Source and Newlook (collectively, the “TCE Security”).

G.  

SaskTel has agreed, upon certain terms and conditions more particularly described in this Agreement, not to  make any further demand for payment of the Indebtedness or from taking any steps to enforce repayment of the Indebtedness.

H.  

Wireless Age has agreed, upon certain terms and conditions more particularly described in this Agreement, to guarantee repayment of the Indebtedness to SaskTel and to provide a first charge security interest in the assets of Wireless Age.

I.  

The parties consider it to be in their mutual interest to enter into this Agreement to:

(a)  

Confirm the various respective obligations owed to SaskTel by Wireless Source and Wireless Age;

(b)  

Confirm the terms and conditions upon which SaskTel has agreed to accept repayment of the Indebtedness.

J.  

This paragraph and the preceding nine (9) paragraphs are hereinafter collectively referred to as the “Recitals”.

Confirmations

1.1  

Wireless Age and Wireless Source acknowledge, represent and warrant to SaskTel that the Recitals to this Agreement are accurate and complete and form an integral part of this Agreement.

1.2  

The parties hereto each hereby acknowledge, covenant and agree with the other as follows:

(a)  

The Indebtedness is a valid and enforceable obligation owed by Wireless Source to SaskTel and is enforceable by SaskTel against Wireless Source in accordance with its terms.

2.1  

Concurrent with the execution of this Agreement, Wireless Age agrees to execute the form of guarantee attached to this Agreement as Schedule “A”.

2.2  

Wireless Age undertakes to provide a first charge security position, in form satisfactory to all parties, to SaskTel upon repayment of the TCE Loans pursuant to the provisions of Article 4.1.

3.1  

Wireless Age and/or Wireless Source shall repay the Indebtedness in accordance with the following schedule:

(a)  

the sum of $250,000 on November 30, 2008;

(b)  

the sum of $250,000 on December 31, 2008;

(c)  

the sum of $300,000 on January 31, 2009;

(d)  

the sum of $300,000 on February 28, 2009;

(e)  

the sum of $350,000 on March 31, 2009;

(f)  

the sum of $350,000 on April 30, 2009;

(g)  

the sum of $400,000 on May 31, 2009;

(h)  

the sum of $400,000 on June 30, 2009;

(i)  

the sum of $450,000 on July 31, 2009;

(j)  

the sum of $450,000 on August 31, 2009

(k)  

the sum of $1,433,035.29 on September 30, 2009;

(l)  

the sum of $1,433,035.29 plus accrued interest, if any, on October 31, 2009.

3.2  

Interest shall not begin to accrue on the balance of the Indebtedness before January 1, 2009. Subject to the provisions of Clause 3.3 interest shall accrue at the rate of 1% per month, compounded monthly (12.68% annual equivalent).

3.3  

If Wireless Age and/or Wireless Source prepays $1,000,000 principal under Clause 3.1(k) on or before December 31, 2008 interest shall not begin to accrue on the balance of the Indebtedness before April 1, 2009 and if Wireless Age and/or Wireless Source prepays a further $1,000,000 principal under Clause 3.1 (l) and (k) on or before March 31, 2009 interest shall not begin to accrue on the Indebtedness before July 1, 2009 and if Wireless Age and/or Wireless Age prepays the remainder not previously prepaid under Clause 3.1(k) on or before June 30, 2009 no interest will be charged or owing on any part of the Indebtedness.

4.  

Payment by SaskTel

4.1  

SaskTel hereby acknowledges and confirms the amount of the SaskTel Payable set out in Recital E. SaskTel shall continue to withhold payment of the SaskTel Payable until the aggregate amount of the SaskTel Payable equals the then balance of the TCE Loans, at which time SaskTel shall pay to TCE such balance as a full and complete repayment of the TCE Loans against discharge by TCE of the TCE Security; provided that SaskTel shall not be required to pay to TCE such balance as repayment of the TCE Loans unless Wireless Source and Wireless Age have granted to SaskTel the security interest contemplated in Section 4.2 hereof; and further provided that if Wireless Source and Wireless Age have not granted to SaskTel the security interest contemplated in Section 4.2 hereof, such balance shall be paid by SaskTel to TCE for an assignment by TCE to SaskTel of the TCE Loans and the TCE Security in the assets of Wireless Age and Wireless Source.  Upon completion of any such assignment to SaskTel of the TCE Loans and TCE Security in the assets of Wireless Age and Wireless Source as hereinbefore provided, Wireless Age and Wireless Source acknowledge and agree that the assigned TCE Security shall secure not only the TCE Loans but also all other obligations of Wireless Age and Wireless Source to SaskTel.

4.2  

 Prior to or concurrent with SaskTel paying to TCE the TCE Loans balance, Wireless Age and Wireless Source shall grant to SaskTel a first charge security interest or mortgage of all of the assets of Wireless Age and Wireless Source and each of Wireless Age and Wireless Source shall take all steps reasonably necessary to obtain such security interests, including all required supporting documents and registrations.

4.3  

If Wireless Age and/or Wireless Source fails to make any of the required payments described in Article 3.1 or any of the prepayments on each of December 31, 2008, March 31, 2009 or June 30, 2009, described in Article 3.3, SaskTel, Newlook the controlling shareholder of Wireless Age Communications, Inc. agrees to pledge the common shares of Wireless Age Communications, Inc. to SaskTel as additional security for the Indebtedness.

4.4  

SaskTel agrees to provide all reasonable legal documentation and assurances with respect to the provisions of Section 4.1 to TCE upon signing this Agreement and each of Wireless Age, Wireless Source and Newlook hereby consent to SaskTel doing so and to TCE and SaskTel directly exchanging information as to the Indebtedness, the SaskTel Payable, the TCE Loans and the TCE Security as against the assets of Wireless Age and Wireless Source.

Financial Information

5.1  

Wireless Age and Wireless Source shall, concurrent with the execution of this Agreement, provide to SaskTel the following documents and/or information:

(a)  

a copy of all loan and security agreements under which either Wireless Age or Wireless Source are obligated to repay indebtedness or have granted security to TCE Capital;

(b)  

a copy of the most recent annual financial statements for Wireless Age and Wireless Source;

(c)  

particulars of any payments made by Wireless