ASSET PURCHASE AGREEMENT

                        FOR THE PURCHASE OF THE ASSETS OF

                          ITF OPTICAL TECHNOLOGIES INC.





                              MCCARTHY TETRAULT LLP

                                  APRIL 4, 2006




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                                TABLE OF CONTENTS


1.    INTERPRETATION...........................................................2

   1.1      DEFINITIONS........................................................2
   1.2      HEADINGS...........................................................8
   1.3      EXTENDED MEANINGS..................................................9
   1.4      STATUTORY REFERENCES...............................................9
   1.5      ACCOUNTING PRINCIPLES..............................................9
   1.6      CURRENCY...........................................................9

2.    PURCHASE AND SALE........................................................9

   2.1      MANUFACTURING ASSETS TO BE SOLD AND PURCHASED......................9
   2.2      R&D ASSETS TO BE SOLD AND PURCHASED...............................11
   2.3      EXCLUDED ASSETS...................................................11
   2.4      PURCHASE PRICE....................................................12
   2.5      OBLIGATIONS AND LIABILITIES ASSUMED...............................13
   2.6      OBLIGATIONS AND LIABILITIES NOT ASSUMED...........................14
   2.7      ELECTIONS.........................................................14
   2.8      MANARIS SHARES....................................................14

3.    SELLER'S REPRESENTATIONS AND WARRANTIES.................................16

   3.1      ORGANIZATION......................................................16
   3.2      AUTHORITY.........................................................17
   3.3      FINANCIAL.........................................................18
   3.4      TAX MATTERS.......................................................18
   3.5      ABSENCE OF CHANGES................................................18
   3.6      CONDUCT OF PURCHASED BUSINESS.....................................18
   3.7      ASSETS............................................................18
   3.8      LEASED PREMISES...................................................18
   3.9      CONTRACTS, AGREEMENTS AND COMMITMENTS.............................18
   3.10     INTEREST IN CUSTOMERS, SUPPLIERS AND COMPETITORS..................18
   3.11     EMPLOYEES.........................................................18
   3.12     EMPLOYEE BENEFITS.................................................18
   3.13     COMPETITIVE BUSINESS..............................................18
   3.14     INTELLECTUAL PROPERTY RIGHTS......................................18
   3.15     PRODUCT WARRANTY..................................................18
   3.16     PRODUCTS..........................................................18
   3.17     PRODUCT LIABILITY.................................................18
   3.18     ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS.......................18
   3.19     LITIGATION........................................................18
   3.20     FEES..............................................................18

4.    SURVIVAL OF SELLER'S REPRESENTATIONS AND WARRANTIES.....................18


5.    AVENSYS' REPRESENTATIONS AND WARRANTIES.................................18

   5.1      ORGANIZATION......................................................18
   5.2      AUTHORITY.........................................................18
   5.3      FINANCIAL.........................................................18
   5.4      TAX MATTERS.......................................................18
   5.5      ABSENCE OF CHANGES................................................18
   5.6      CONDUCT OF AVENSYS' BUSINESS......................................18
   5.7      INTELLECTUAL PROPERTY RIGHTS......................................18
   5.8      ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS.......................18
   5.9      LITIGATION........................................................18

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   5.10     FEES..............................................................18

6.    AVENSYS LAB' REPRESENTATIONS AND WARRANTIES.............................18

   6.1      ORGANIZATION......................................................18
   6.2      AUTHORITY.........................................................18
   6.3      FINANCIAL.........................................................18
   6.4      TAX MATTERS.......................................................18
   6.5      ABSENCE OF CHANGES................................................18
   6.6      CONDUCT OF AVENSYS LAB'S BUSINESS.................................18
   6.7      INTELLECTUAL PROPERTY RIGHTS......................................18
   6.8      ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS.......................18
   6.9      LITIGATION........................................................18
   6.10     FEES..............................................................18

7.    MANARIS' REPRESENTATIONS AND WARRANTIES.................................18

   7.1      ORGANIZATION......................................................18
   7.2      AUTHORITY.........................................................18
   7.3      SEC FILINGS.......................................................18

8.    SURVIVAL OF AVENSYS, AVENSYS LAB AND MANARIS' REPRESENTATIONS
      AND WARRANTIES..........................................................18


9.    PREFERRED HOLDERS' REPRESENTATIONS AND WARRANTIES.......................18

   9.1      ACCREDITED INVESTOR...............................................18
   9.2      GUARANTEE.........................................................18
   9.3      SURVIVAL..........................................................18

10.      COVENANTS............................................................18

   10.1     EMPLOYEES.........................................................18
   10.2     COVENANTS OF THE SELLERS..........................................18
   10.3     COVENANTS OF AVENSYS, AVENSYS LAB AND MANARIS.....................18
   10.4     ACCESS TO BOOKS AND RECORDS AND FINANCIAL STATEMENTS..............18

11.      CONDITIONS OF CLOSING................................................18

   11.1     CONDITIONS FOR THE BENEFIT OF THE PURCHASERS......................18
   11.2     CONDITIONS FOR THE BENEFIT OF THE SELLER..........................18

12.      INDEMNIFICATION......................................................18

   12.1     INDEMNIFICATION BY THE SELLER.....................................18
   12.2     INDEMNIFICATION BY AVENSYS, AVENSYS LAB OR MANARIS................18
   12.3     MATTERS INVOLVING THIRD PARTIES...................................18
   12.4     DE MINIMUS LIABILITY..............................................18
   12.5     SELLER'S MAXIMUM LIABILITY........................................18
   12.6     MAXIMUM LIABILITY OF AVENSYS, AVENSYS LAB AND MANARIS.............18
   12.7     CONSEQUENTIAL DAMAGES.............................................18

13.      GENERAL..............................................................18

   13.1     FURTHER ASSURANCES................................................18
   13.2     TIME OF THE ESSENCE...............................................18
   13.3     COMMISSIONS.......................................................18
   13.4     PROFESSIONAL FEES.................................................18
   13.5     PUBLIC ANNOUNCEMENTS..............................................18
   13.6     BENEFIT OF THE AGREEMENT..........................................18
   13.7     ENTIRE AGREEMENT..................................................18
   13.8     AMENDMENTS AND WAIVER.............................................18

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   13.9     ASSIGNMENT........................................................18
   13.10    NOTICES...........................................................18
   13.11    GOVERNING LAW.....................................................18
   13.12    JURISDICTION......................................................18
   13.13    AGENT FOR SERVICE.................................................18
   13.14    COUNTERPARTS......................................................18
   13.15    DELIVERY AND ACCEPTANCE...........................................18





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ASSET PURCHASE AGREEMENT made as of April 4, 2006.


         BETWEEN: AVENSYS INC., ("AVENSYS") a company incorporated under Part
                  1A of the Companies Act (Quebec), having its head office at
                  880, Selkirk, Pointe-Claire, Quebec H9R 3S3, herein acting and
                  represented by its duly authorized representative as he so
                  declares;
            AND:  AVENSYS LABORATORIES INC., ("AVENSYS LAB") a company
                  incorporated under Part 1A of the Companies Act (Quebec),
                  having its head office at 247, boulevard Thibeau,
                  Trois-Rivieres, Quebec G8T 6X9, herein acting and represented
                  by its duly authorized representative as he so declares;
                  (AVENSYS and AVENSYS LAB are herein collectively referred to
                  as the "PURCHASERS")
            AND:  ITF OPTICAL TECHNOLOGIES INC., (the "SELLER") a company
                  incorporated under Part 1A of the Companies Act (Quebec),
                  having its head office at 400, Montpellier, Saint-Laurent,
                  Quebec H4N 2G7, herein acting and represented by its duly
                  authorized representative as he so declares,
            AND:  MANARIS CORPORATION, ("MANARIS") a corporation incorporated
                  under the laws of the state of Nevada, having a place of
                  business at 1155 Rene-Levesque West, Suite 2720, Montreal,
                  Quebec H3B 2K8, herein acting and represented by its duly
                  authorized representative as he so declares,
            AND   INVESTISSEMENT TECHNOLOGIE (3599) INC., ("3599") a
    INTERVENING:  company incorporated under Part 1A of the
                  Companies Act (Quebec) having its head office at 600, de la
                  Gauchetiere West, Suite 1500, Montreal, Quebec H3B 4L8, herein
                  acting and represented by its duly authorized representative
                  as he so declares,
            AND   ONTARIO TEACHERS' PENSION PLAN, ("OTPP") a
    INTERVENING:  corporation governed by the laws of the Province of Ontario,
                  having its head office at 5650, Yonge Street, Toronto, Ontario
                  M2M 4H5, herein acting and represented by its duly authorized
                  representative as he so declares,
            AND   CELTIC HOUSE VENTURE PARTNERS FUND IIA LP,
    INTERVENING:  ("CELTIC") a limited partnership formed under the laws of
                  Ontario having its head office at 303 Terry Fox Drive, Suite
                  120, Kanata, Ontario K2K 3J1, represented by Celtic House
                  General Partner (Fund IIA) Inc., its general partner, herein
                  acting and represented by its duly authorized representative
                  as he so declares,
            AND   GTI V LIMITED PARTNERSHIP, ("GTI V") a limited
    INTERVENING:  partnership formed under the laws of the Province of Quebec
                  having its head office at 255 Saint-Jacques Street, 2nd Floor,
                  Montreal, Quebec H2Y 1M6, represented by its general partner
                  GTI V Inc., a corporation incorporated under the laws of the
                  Province of Quebec, herein acting and represented by its duly
                  authorized representative as he so declares,

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            AND   GTI V (NR) LIMITED PARTNERSHIP, ("GTI V (NR)") a
    INTERVENING:  limited partnership formed under the laws of the Province of
                  Quebec having its head office at 255 Saint-Jacques Street, 2nd
                  Floor, Montreal, Quebec H2Y 1M6, represented by its general
                  partner GTI V (NR) Inc., a corporation incorporated under the
                  laws of the Province of Quebec, herein acting and represented
                  by its duly authorized representative as he so declares,
            AND   BAY TECH VENTURE CAPITAL GMBH & CO. KG., ("BAY
    INTERVENING:  TECH") a limited partnership incorporated under the laws of
                  Germany having its head office at Brienner Strasse 24, 80333,
                  Munich, Germany, herein acting and represented by its duly
                  authorized representative as he so declares, (3599, OTPP,
                  Celtic, GTI V, GTI V (NR) and Bay Tech collectively referred
                  as the "PREFERRED HOLDERS")


WHEREAS the Seller carries on a business of manufacturing of all-fiber photonics
solutions for industrial, military, terrestrial and undersea systems (the
"PURCHASED BUSINESS");

AND WHEREAS the Seller also conducts R&D activities with respect to the
Purchased Business;

AND WHEREAS the Seller desires to sell and the Purchasers desire to purchase
certain assets of the Seller pertaining to the Purchased Business upon and
subject to the terms and conditions hereinafter set forth;

NOW THEREFORE, in consideration of the premises and the covenants and agreements
herein contained, the parties hereto agree as follows:

1.    INTERPRETATION

      1.1   DEFINITIONS

            In this Agreement, unless something in the subject matter or context
            is inconsistent therewith:

            1.1.1       "ADVERSE CONSEQUENCES" means all actions, suits,
                        proceedings, hearings, investigations, charges,
                        complaints, claims, demands, injunctions, judgments,
                        orders, decrees, rulings, damages, dues, penalties,
                        interest, fines, costs, amounts paid in settlement,
                        liabilities, obligations, taxes, liens, losses,
                        expenses, and fees, including court costs and reasonable
                        legal and accounting fees and expenses;

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            1.1.2       "AGREEMENT" means this agreement and all amendments made
                        hereto by written agreement between the Purchasers, the
                        Seller and Manaris;

            1.1.3       "ASSETS" means collectively the Manufacturing Assets and
                        the R&D Assets;

            1.1.4       "ASSUMED LIABILITIES" has the meaning set forth in
                        Section 2.5;

            1.1.5       "AVENSYS' ASSETS" means the undertaking and all of the
                        assets of Avensys' Business of every kind and
                        description and wheresoever situated;

            1.1.6       "AVENSYS' BUSINESS" means the business carried on by
                        Avensys which includes the business of environmental
                        monitoring of air, water, soil, buildings and materials;

            1.1.7       "AVENSYS' FINANCIAL STATEMENTS" means the unaudited,
                        unconsolidated financial statements of Avensys for the
                        twelve-month period ended on December 31, 2005, a copy
                        of which is attached to Section 1.1.7 of the Purchasers'
                        Disclosure Schedule;

            1.1.8       "AVENSYS' PRODUCTS" means any products (including custom
                        made products), as well as all software, source codes,
                        object codes and any related documentation or manuals,
                        developed, manufactured or owned by Avensys and which
                        may be necessary or useful in the conduct of the
                        Avensys' Business;

            1.1.9       "AVENSYS LAB'S ASSETS" means the undertaking and all of
                        the assets of Avensys Lab's Business of every kind and
                        description and wheresoever situated;

            1.1.10      "AVENSYS LAB'S BUSINESS" means the business carried on
                        by Avensys Lab which includes R&D activities in the
                        field of optical components and instrumentation as well
                        as packaged fiber-based sensors;

            1.1.11      "AVENSYS LAB'S FINANCIAL STATEMENTS" means the
                        unaudited, unconsolidated financial statements of
                        Avensys Lab for the seven-month period ended on December
                        31, 2005, a copy of which is attached to Section 1.1.11
                        of the Purchasers' Disclosure Schedule;

            1.1.12      "AVENSYS LAB'S PRODUCTS" means any products (including
                        custom made products), as well as all software, source
                        codes, object codes and any related documentation or
                        manuals, developed, manufactured or owned by Avensys Lab
                        and which may be necessary or useful in the conduct of
                        the Avensys Lab's Business;

            1.1.13      "AVENSYS LAB SHARES" has the meaning set forth in
                        Section 2.4.2;

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            1.1.14      "BUSINESS DAY" means a day other than a Saturday, Sunday
                        or statutory holiday in Montreal (Quebec);

            1.1.15      "BUSINESS INTELLECTUAL PROPERTY" has the meaning set
                        forth in Section 3.14.1, with respect to the Seller,
                        Section 5.7.1 with respect to Avensys and Section 6.7.1
                        with respect to Avensys Lab;

            1.1.16      "CLAIM" means any demand, action, suit, proceeding,
                        claim, assessment, damage, loss, fines, penalties,
                        liabilities, cost or expenses (including, without
                        limitation, interest, penalties and reasonable
                        attorneys' and experts' fee and disbursements), judgment
                        or settlement or compromise relating thereto;

            1.1.17      "CLOSING DATE" means April 13, 2006 or such other date
                        as may be agreed to by the Purchasers, the Seller and
                        Manaris;

            1.1.18      "CONTAMINANTS" means any substance, matter, waste,
                        pollutant, hazardous, toxic or deleterious substance,
                        dangerous goods or contaminant of any kind defined or
                        regulated under any Environmental Law;

            1.1.19      "DISCHARGE" means the deposit, spill, emission, leaking,
                        pumping, release, dumping, issuance, migration, flowing,
                        discharge, injection, seeping, leaching or disposal;

            1.1.20      "ENCUMBRANCE" in respect of any property or asset, means
                        any encumbrance of whatever kind or nature, regardless
                        of form, whether or not registered or registrable and
                        whether or not consensual or arising by law (statutory
                        or otherwise), including any mortgage, lien, charge,
                        pledge, title retention agreement or security interest,
                        whether fixed or floating, or any assignment, lease,
                        option, right of pre-emption, privilege, encumbrance,
                        restrictive covenant, right of use or other right or
                        claim of any kind or nature whatsoever which affects
                        ownership of, title to, or the right to possess, use or
                        occupy, such property or assets or any part thereof or
                        interest therein;

            1.1.21      "EMPLOYEE BENEFIT PLAN" has the meaning set forth in
                        Section 3.12.1;

            1.1.22      "ENVIRONMENTAL LAWS" means all applicable laws,
                        regulations or orders relating to the environment or its
                        protection;

            1.1.23      "ENVIRONMENTAL PERMITS" has the meaning set forth in
                        Section 3.18.2 with respect to the Seller, Section 5.8.2
                        with respect to Avensys and Section 6.8.2 with respect
                        to Avensys Lab;

            1.1.24      "EQUIPMENT LEASES" has the meaning set forth in Section
                        2.1.3.3;

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            1.1.25      "EXCLUDED LIABILITIES" has the meaning set forth in
                        Section 2.6.1;

            1.1.26      "FINANCIAL STATEMENTS" means the unaudited financial
                        statements relating to the Purchased Business for the
                        twelve-month period ended on December 31, 2005, a copy
                        of which is attached to Section 1.1.26 of the Seller's
                        Disclosure Schedule;

            1.1.27      "FREE DATE" has the meaning set forth in Section 2.8.2;

            1.1.28      "GAAP" has the meaning set forth in Section 1.5;

            1.1.29      "HEALTH AND SAFETY LAWS" means all applicable Laws
                        relating to health and safety in the workplace;

            1.1.30      "INBOUND LICENSED INTELLECTUAL PROPERTY" has the meaning
                        set forth in Section 3.14.1 with respect to the Seller,
                        Section 5.7.1 with respect to Avensys and Section 6.7.1
                        with respect to Avensys Lab;

            1.1.31      "INDEMNITEE" has the meaning set forth in Section 12.3;

            1.1.32      "INDEMNITOR" has the meaning set forth in Section 12.3;

            1.1.33      "INTELLECTUAL PROPERTY RIGHTS" means all foreign and
                        domestic intellectual property rights and the subject
                        matter thereof, including or arising from, (i) all
                        patents and pending applications for patents throughout
                        the world, and for the Seller only, Patents; (ii) for
                        the Seller only, Technical Information; (iii) trademarks
                        and trademark rights, trade names, service marks, brand
                        names, certification marks, and other indications of
                        origin, whether registered or not, and the goodwill
                        associated therewith; (iv) copyrights, whether
                        registered or not, including without limitation,
                        computer programs and computer software and all source
                        and object code, algorithms, architecture, structure,
                        display screens, layouts and development tools related
                        thereto, promotional materials and databases; (v)
                        industrial designs, whether registered or not; (vi)
                        trade secrets and other confidential or non-public
                        information, including inventions, designs, samples,
                        schematics, customer lists, supplier and dealer lists
                        and marketing research; (vii) internet protocol
                        addresses and domain names, whether or not used or
                        currently in service; (viii) any similar intellectual or
                        industrial property or proprietary rights; (ix)
                        registrations of, and applications to register or for
                        any of the foregoing, and any renewal, extension,
                        reissue, division, continuation or modification thereof;
                        (x) all documentation and media constituting, describing
                        or relating to the foregoing, including without
                        limitation manuals, memoranda and records and the right
                        to register any of the foregoing; and "INTELLECTUAL
                        PROPERTY RIGHT" shall mean any one of them;

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            1.1.34      "KNOWLEDGE" with regard to any particular matter
                        relating to a party means the actual knowledge of the
                        officers of said party regarding such matter, after
                        having conducted a diligent inquiry about such facts or
                        circumstances with any relevant person or other
                        resource, as a prudent and diligent administrator would
                        perform under such circumstances;

            1.1.35      "LAWS" means all applicable laws, statutes, rules,
                        regulations, by-laws, decrees, ordinances, directives,
                        decisions, declarations, injunctions, decrees, orders in
                        council, judgments and orders of a governmental,
                        regulatory or judicial authority;

            1.1.36      "LEASED PREMISES" has the meaning set forth in Section
                        3.8.1;

            1.1.37      "LEASES" has the meaning set forth in Section 2.1.3.4;

            1.1.38      "MANARIS SHARES" has the meaning set forth in Section
                        2.4.1(ii);

            1.1.39      "MANUFACTURING ASSETS" means the undertaking and all of
                        the assets of the Purchased Business of every kind and
                        description and wheresoever situated, save and except
                        those assets listed in Section 2.3.1 and the R&D Assets;

            1.1.40      "MANUFACTURING ASSETS PURCHASE PRICE" has the meaning
                        set forth in Section 2.4.1;

            1.1.41      "MANUFACTURING FIXED ASSETS" has the meaning set forth
                        in Section 2.1.1;

            1.1.42      "MATERIAL ADVERSE EFFECT" means an event, occurrence,
                        fact, condition, change or effect that has or will have
                        a material adverse effect on the operations, results of
                        operations, financial condition, properties (including
                        intangible properties), assets (including intangible
                        assets) or liabilities (i) in the case of the Seller, of
                        the Purchased Business taken as a whole or the Assets;
                        (ii) in the case of Avensys, of the Avensys' Business
                        taken as a whole or the Avensys' Assets; and (iii) in
                        the case of Avensys Lab, of the Avensys Lab's Business
                        taken as a whole or the Avensys Lab's Assets;

            1.1.43      "OPEN SOURCE LICENSE" has the meaning set forth in
                        Section 3.14.10;

            1.1.44      "ORDINARY COURSE OF BUSINESS" means substantially the
                        same manner in which the Seller has previously carried
                        on the Purchased Business;

            1.1.45      "OTCBB" has the meaning set forth in Section 2.4.1(ii);

            1.1.46      "OTHER LEASE" means the lease for the Seller's premises
                        located at 45, 55 and 65 Montpellier Street,
                        Saint-Laurent, Quebec;

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            1.1.47      "OUTBOUND LICENSED INTELLECTUAL PROPERTY" has the
                        meaning set forth in Section 3.14.6 with respect to the
                        Seller, Section 5.7.5 with respect to Avensys and
                        Section 6.7.5 with respect to Avensys Lab;

            1.1.48      "OWNED INTELLECTUAL PROPERTY" has the meaning set forth
                        in Section 3.14.1 with respect to the Seller, Section
                        5.7.1 with respect to Avensys and Section 6.7.1 with
                        respect to Avensys Lab;

            1.1.49      "PATENTS" means all registered patents and pending
                        applications for patents throughout the world, owned by
                        the Seller as at the Closing Date, that are used in or
                        relating to the Purchased Business, which patents are
                        listed in Section 1.1.49 of the Seller's Disclosure
                        Schedule;

            1.1.50      "PERIOD" has the meaning set forth in Section 2.8.2;

            1.1.51      "PERMITS" has the meaning set forth in Section 2.1.3.7;

            1.1.52      "PERSON" whether or not capitalized, shall mean any
                        natural person, corporation, unincorporated
                        organization, partnership, limited or unlimited
                        liability company, association, joint venture, trust or
                        government, or any agency or political subdivision of
                        any government or any other entity;

            1.1.53      "PERSONNEL" has the meaning set forth in Section 12.1;

            1.1.54      "PRODUCTS" means any products (including custom made
                        products), including without limitation all all-fiber
                        photonic products (including all components and modules
                        set forth in Section 1.1.54 of the Seller's Disclosure
                        Schedule), as well as all software, source codes, object
                        codes and any related documentation or manuals,
                        developed, manufactured or owned by the Seller and which
                        may be necessary or useful in the conduct of the
                        Purchased Business;

            1.1.55      "PURCHASED AGREEMENTS" has the meaning set forth in
                        Section 2.1.3.2;

            1.1.56      "PURCHASED BUSINESS" has the meaning set forth in the
                        preamble;

            1.1.57      "PURCHASERS' DISCLOSURE SCHEDULE" means the disclosure
                        schedule dated as of the date hereof addressed by the
                        Purchasers to the Seller;

            1.1.58      "R&D" means research and development;

            1.1.59      "R&D ASSETS" has the meaning set forth in Section 2.2;

            1.1.60      "R&D ASSETS PURCHASE PRICE" has the meaning set forth in
                        Section 2.4.2;

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            1.1.61      "R&D FIXED ASSETS" has the meaning set forth in Section
                        2.2.1;

            1.1.62      "REFERENCE SHARE PRICE" has the meaning set forth in
                        Section 2.4.1(ii);

            1.1.63      "SALE PRICE" has the meaning set forth in Section 2.8.2;

            1.1.64      "SELLER'S DISCLOSURE SCHEDULE" means the disclosure
                        schedule dated as of the date hereof addressed by the
                        Seller to the Purchasers;

            1.1.65      "SHAREHOLDER AGREEMENT" means the shareholder agreement
                        among the shareholders of Avensys Lab entered as of the
                        Closing Date;

            1.1.66      "SOFTWARE LICENSES" has the meaning set forth in Section
                        2.1.3.5;

            1.1.67      "TAXES" means any federal, provincial, local, foreign
                        and other income, profits, franchise, capital,
                        withholding, employment insurance, social security,
                        occupational, production, severance, gross receipts,
                        value added, sales, use, excise, real and personal
                        property, ad valorem, occupancy, transfer, employment,
                        disability, workers' compensation or other similar tax,
                        duty or other governmental charge (including all
                        interest and penalties thereon and additions thereto);

            1.1.68      "TECHNICAL INFORMATION" means work in progress, data,
                        information, know-how, descriptions of unpatented
                        technology, techniques, systems, product roadmaps,
                        layouts and development tools related thereto, bills of
                        material, experience and other technical information
                        used in or relating to the Purchased Business, including
                        proprietary processes, specifications, formulae,
                        algorithms, models, user interfaces, concepts, ideas,
                        techniques, methods, source codes, object codes and
                        methodologies;

            1.1.69      "TOTAL PURCHASE PRICE" means the sum of the
                        Manufacturing Assets Purchase Price and the R&D Assets
                        Purchase Price;

            1.1.70      "TRANSFERRED EMPLOYEES" has the meaning set forth in
                        Section 10.1.

        1.2 HEADINGS

            The division of this Agreement into Articles and Sections and the
            insertion of headings are for convenience of reference only and
            shall not affect the construction or interpretation of this
            Agreement. The terms "THIS AGREEMENT", "HEREOF", "HEREUNDER" and
            similar expressions refer to this Agreement and not to any
            particular Article, Section or other portion hereof and include any
            amendment hereto. Unless something in the subject matter or context
            is inconsistent therewith, references herein to Articles or Sections
            are to Articles or Sections of this Agreement.

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        1.3 EXTENDED MEANINGS

            In this Agreement, words importing the singular number only shall
            include the plural and vice versa, words importing the masculine
            gender shall include the feminine and neuter genders and vice versa
            and words importing persons shall include individuals, partnerships,
            limited liability companies, associations, trusts, unincorporated
            organizations and corporations.

        1.4 STATUTORY REFERENCES

            In this Agreement, unless something in the subject matter or context
            is inconsistent therewith or unless otherwise herein provided, a
            reference to any statute is to that statute as now enacted or as the
            same may from time to time be amended, re-enacted or replaced and
            includes any regulations made thereunder.

        1.5 ACCOUNTING PRINCIPLES

            Wherever in this Agreement reference is made to a calculation to be
            made in accordance with generally accepted accounting principles
            ("GAAP"), such reference shall be deemed to be to the generally
            accepted accounting principles in Canada from time to time approved
            by the Canadian Institute of Chartered Accountants, or any successor
            institute, applicable as at the date on which such calculation is
            made or required to be made in accordance with generally accepted
            accounting principles and applied in a manner consistent with prior
            periods of the Seller.

        1.6 CURRENCY

            All references to currency herein are to lawful money of Canada.

2. PURCHASE AND SALE

      2.1   MANUFACTURING ASSETS TO BE SOLD AND PURCHASED

            Upon and subject to the terms and conditions hereof, the Seller will
            sell to Avensys and Avensys will purchase from the Seller as a going
            concern, as of and with effect from the opening of business on the
            Closing Date, all of the right, title, benefit and interest of the
            Seller in and to the Manufacturing Assets. Without limiting the
            generality of the foregoing, the Manufacturing Assets to be sold and
            purchased under this Agreement include:

            2.1.1       all fixed assets listed in Section 2.1.1 of the Seller's
                        Disclosure Schedule used by the Seller in connection
                        with the Purchased Business as of the Closing Date (the
                        "MANUFACTURING FIXED ASSETS").

            2.1.2       all inventories listed in Section 2.1.2 of the Seller's
                        Disclosure Schedule used by the Seller in connection
                        with the Purchased Business as of the Closing Date,
                        including all supplies, finished goods, work in progress
                        and raw material, subject to changes in the Ordinary
                        Course of Business;

                                       9
<PAGE>

            2.1.3       all of the following intangible assets of the Seller as
                        of the Closing Date relating to the Purchased Business;

                        2.1.3.1     all records of sales for the customers and
                                    suppliers including those listed in Section
                                    2.1.3.1 of the Seller's Disclosure Schedule;

                        2.1.3.2     all of the right, title and interest of the
                                    Seller in the agreements listed in Section
                                    2.1.3.2 of the Seller's Disclosure Schedule
                                    (the "PURCHASED AGREEMENTS");

                        2.1.3.3     all of the right, title and interest of the
                                    Seller in the equipment leases listed in
                                    Section 2.1.3.3 of the Seller's Disclosure
                                    Schedule (the "EQUIPMENT LEASES");

                        2.1.3.4     all of the right, title and interest of the
                                    Seller in the real estate leases listed in
                                    Section 2.1.3.4 of the Seller's Disclosure
                                    Schedule (the "LEASES");

                        2.1.3.5     all of the right, title and interest of the
                                    Seller in the software licenses listed in
                                    Section 2.1.3.5 of the Seller's Disclosure
                                    Schedule (the "SOFTWARE LICENSES");

                        2.1.3.6     all of the right, title and interest of the
                                    Seller in the unfilled orders received by
                                    the Seller in connection with the Purchased
                                    Business and in the commitments in favour of
                                    the Seller for supply of goods and services
                                    entered into in the Ordinary Course of
                                    Business for use in the Purchased Business
                                    whether or not there are any written
                                    contracts in respect thereto, including
                                    without limiting the generality of the
                                    foregoing, the contracts and commitments
                                    described in Section 2.1.3.6 of the Seller's
                                    Disclosure Schedule, in each case to the
                                    extent remaining unfilled at the Closing
                                    Date;

                        2.1.3.7     all of the right, title and interest of the
                                    Seller in the licenses, registrations and
                                    permits required to carry on the Purchased
                                    Business in its Ordinary Course of Business
                                    listed or described in Section 2.1.3.7 of
                                    the Seller's Disclosure Schedule (the
                                    "PERMITS"); and

                        2.1.3.8     all of the right, title and interest of the
                                    Seller in personnel records and other
                                    records, books, documents and data bases
                                    recorded or stored by means of any device,
                                    including in electronic form, relating to
                                    the Purchased Business, the Manufacturing
                                    Assets and the Transferred Employees, as are
                                    in the possession or under the control of
                                    the Seller.

                                       10
<PAGE>

        2.2 R&D ASSETS TO BE SOLD AND PURCHASED

            Upon and subject to the terms and conditions hereof, the Seller
            shall sell, assign and transfer to Avensys Lab and Avensys Lab shall
            purchase from the Seller as of and with effect from the opening of
            business on the Closing Date, all of the right, title and interest
            of the Seller in and to the following assets related to the
            Purchased Business (the "R&D ASSETS"):

            2.2.1       all fixed assets listed in Section 2.2.1 of the Seller's
                        Disclosure Schedule used by the Seller in connection
                        with the R&D activities of the Purchased Business (the
                        "R&D FIXED Assets");

            2.2.2       all of the following intangible assets of the Seller, as
                        of the Closing Date, relating to the R&D activities of
                        the Purchased Business:

                        2.2.2.1     all Intellectual Property Rights of the
                                    Seller as of the Closing Date, including,
                                    without limitation, all Intellectual
                                    Property Rights listed in Section 2.2.2.1 of
                                    the Seller's Disclosure Schedule;

                        2.2.2.2     the goodwill of the Seller relating to the
                                    Purchased Business, including the name "ITF
                                    Optical Technologies Inc./ITF Technologies
                                    Optiques Inc."; and

                        2.2.2.3     all of the right, title and interest of the
                                    Seller in records, books, processes,
                                    documents and data bases recorded or stored
                                    by means of any device, including in
                                    electronic form, relating to the R&D Assets,
                                    as are in the possession or under the
                                    control of the Seller.

        2.3 EXCLUDED ASSETS

            2.3.1       Notwithstanding anything to the contrary herein
                        contained, the "MANUFACTURING ASSETS" and the "R&D
                        Assets" being sold, assigned and conveyed hereunder
                        shall exclude the following assets of Seller as of the
                        Closing Date:

                        2.3.1.1     all cash and bank accounts;

                        2.3.1.2     all prepaid expenses and deposits;

                        2.3.1.3     all of the accounts receivable of the Seller
                                    including those relating to the Purchased
                                    Business;

                                       11
<PAGE>

                        2.3.1.4     all income or corporation taxes recoverable
                                    or refundable, any governmental rebates or
                                    refunds and any R&D tax credit receivables
                                    (it is however understood and agreed between
                                    the parties that any rights to the
                                    Technology Partnership Canada federal
                                    government program application for the
                                    Ultra-reliable fiber-optic systems for
                                    trans-oceanic and high power laser
                                    applications, for a total of five million
                                    dollars ($5,000,000) covering expenses
                                    retroactive to June 1, 2004 shall form part
                                    of the Assets, to the extent assignable);
                                    and

                        2.3.1.5     all of the right, title and interest of the
                                    Seller in all insurance policies maintained
                                    by the Seller with respect to the Purchased
                                    Business;

                        2.3.1.6     all of the right, title and interest of the
                                    Seller in all life insurance policies
                                    maintained by the Seller with respect to any
                                    shareholder of the Seller; and

                        2.3.1.7     all tax loss carry forwards and other tax
                                    deferral assets of the Seller.

        2.4 PURCHASE PRICE

            2.4.1       The purchase price payable to the Seller for the
                        Manufacturing Assets (the "MANUFACTURING ASSETS PURCHASE
                        PRICE") shall be $1,750,000 payable as follows:

                        (i)         $750,000 shall be paid by Avensys to the
                                    Seller by certified cheque, bank draft or
                                    wire transfer of immediately available funds
                                    on the Closing Date;

                        (ii)        $1,000,000 shall be paid on the date hereof
                                    by the issuance by Manaris of restricted
                                    common stock in the capital of Manaris (the
                                    "MANARIS SHARES") on the direction of the
                                    Seller to the Preferred Holders in the
                                    proportions set out in Section 2.4.3, the
                                    number of Manaris Shares to be issued to be
                                    calculated on the basis of the average
                                    closing price of the common stock of Manaris
                                    on the NASD's Over the Counter Bulletin
                                    Board ("OTCBB") for the 20 trading days
                                    immediately prior to the date hereof
                                    (converted into Canadian dollars at the Bank
                                    of Canada closing spot rate on the trading
                                    day immediately before the Closing Date) as
                                    reported on the OTCBB's website (the
                                    "REFERENCE SHARE PRICE").

                                       12
<PAGE>

            2.4.2       The purchase price payable to the Seller for the R&D
                        Assets (the "R&D ASSETS PURCHASE PRICE") shall be the
                        fair market value of the R&D Assets or $2,000,000
                        payable by the issuance by Avensys Lab, on the direction
                        of the Seller to the Preferred Holders in the
                        proportions set out in Section 2.4.3, on the Closing
                        Date of 580,000 common shares and 2,000,000 Class E
                        Preferred Shares in the capital of Avensys Lab
                        representing 58% of the voting rights attached to all of
                        the shares of Avensys Lab (the "AVENSYS LAB SHARES").

            2.4.3       Manaris Shares and Avensys Lab Shares shall be issued to
                        the Preferred Holders and shall be payable at the
                        direction of the Seller to each of the Preferred
                        Holders, according to their respective shareholding
                        interest in the Seller, as follows:

                        Preferred Holder                             Percentage
                        ----------------                             ----------
                              3599                                       42%
                              OTPP                                       22%
                             Celtic                                      14%
                             GTI V                                     7.12%
                           GTI V (NR)                                  2.88%
                            Bay Tech                                     12%
                                           TOTAL                        100%


            2.4.4       The Seller and the Purchasers, in filing their
                        respective income tax returns, will use the allocations
                        of the Manufacturing Assets Purchase Price and the R&D
                        Assets Purchase Price as shall be mutually agreed at the
                        Closing Date.

        2.5 OBLIGATIONS AND LIABILITIES ASSUMED

            Avensys shall assume, and shall fulfill and perform the following
            liabilities of the Seller (collectively the "ASSUMED LIABILITIES"):

            2.5.1       the obligations and liabilities of the Seller accruing
                        on or after the Closing Date under the agreements of the
                        Seller relating to the Purchased Business described in
                        Sections 2.1.3.2, 2.1.3.3, 2.1.3.4, 2.1.3.5, 2.1.3.6 and
                        2.1.3.7; and

            2.5.2       all standard product warranties of the Seller related to
                        the Purchased Products sold in connection with the
                        Purchased Business both before the Closing Date and
                        afterwards.

                                       13
<PAGE>

        2.6 OBLIGATIONS AND LIABILITIES NOT ASSUMED

            2.6.1       Except as explicitly and specifically provided for in
                        Section 2.5 and Section 10.1, the Purchasers shall not
                        assume and shall not be liable or responsible for any
                        obligations, commitments or liabilities, contingent or
                        otherwise, of any nature whatsoever and whether
                        disclosed or undisclosed (i) related to the Seller, or
                        (ii) related to the Manufacturing Assets, the R&D Assets
                        or the Purchased Business and arising after the Closing
                        Date in respect of any fact, condition or circumstance
                        existing or occurring on or prior to the Closing Date
                        (the "EXCLUDED LIABILITIES"), including:

                        2.6.1.1     the Other Lease;

                        2.6.1.2     any taxes under the Income Tax Act (Canada)
                                    or any other taxes whatsoever that may be or
                                    become payable by the Seller including any
                                    income or corporation taxes resulting from
                                    or arising as a consequence of the sale by
                                    the Seller to the Purchasers of the
                                    Purchased Business and the Assets hereunder;

                        2.6.1.3     any indebtedness of the Seller to its
                                    bankers, shareholders or any other Person;
                                    and

                        2.6.1.4     any liabilities or obligations of the Seller
                                    arising out of the conduct of the Purchased
                                    Business prior to the Closing Date.

        2.7 ELECTIONS

            2.7.1       The Seller and the Purchasers will on the Closing Date
                        jointly execute an election under section 167(1.1) of
                        the Excise Tax Act (Canada) and section 75 of an Act
                        respecting the Quebec Sales Tax (Quebec) on the forms
                        prescribed for such purposes along with any
                        documentation necessary or desirable in order to effect
                        the transfer of the Assets without payment of any GST or
                        QST. The Purchasers will timely file within the
                        statutory delay such election forms, along with any
                        documentation necessary or desirable to give effect
                        thereto with the Ministere du Revenu du Quebec, together
                        with such party's GST and QST returns for the reporting
                        period in which the transactions contemplated herein are
                        consummated.

        2.8 MANARIS SHARES

            2.8.1       Within ninety (90) days following the Closing Date,
                        Manaris shall, at its expense:

                                       14
<PAGE>

                        2.8.1.1     file the required registration statement
                                    with the U.S. Securities and Exchange
                                    Commission (the "SEC") to register the
                                    Manaris Shares so as to permit the offer,
                                    sale and distribution to the public on a
                                    continuous basis all of the Manaris Shares
                                    and any shares issuable pursuant to Section
                                    2.8.2 as freely tradable and shall use
                                    commercially reasonable efforts to cause
                                    such registration to become effective;

                        2.8.1.2     prepare and file with the SEC such
                                    amendments and supplements to such
                                    registration statement, and the prospectus
                                    used in connection with such registration
                                    statement, as may be necessary to comply
                                    with the United States Securities Act of
                                    1933, as amended (the "SECURITIES ACT") in
                                    order to enable the disposition of all
                                    securities covered by such registration
                                    statement;

                        2.8.1.3     furnish to the Preferred Holders such
                                    numbers of copies of a prospectus as
                                    required by the Securities Act, and such
                                    other documents as the Preferred Holders may
                                    reasonably request in order to facilitate
                                    their disposition of their Manaris Shares;

                        2.8.1.4     notify each Preferred Holder, promptly after
                                    Manaris receives notice thereof, of the time
                                    when such registration statement has been
                                    declared effective or a supplement to any
                                    prospectus forming a part of such
                                    registration statement has been filed and
                                    after such registration statement becomes
                                    effective, notify each Preferred Holder of
                                    any request by the US Securities and
                                    Exchange Commission that Manaris amend or
                                    supplement such registration statement or
                                    prospectus; and

                        2.8.1.5     use commercially reasonable efforts to cause
                                    all Manaris Shares to be listed on the
                                    OTCBB;

                        failing which, Manaris shall forthright issue to the
                        respective Preferred Holders, in the proportions set out
                        in Section 2.4.3, a further amount of common stock of
                        Manaris equal to 10% of the Manaris Shares without
                        prejudice to the rights and recourses of the Preferred
                        Holders set out in Section 2.8.2.

                                       15
<PAGE>

            2.8.2       The Preferred Holders in the proportions set out in
                        Section 2.4.3 shall be permitted to sell in every
                        three-month period following the date on which the
                        Manaris Shares become freely tradable (the "FREE DATE")
                        the lesser of (i) 25% of the Manaris Shares and (ii) the
                        average weekly reported volume of trading in Manaris
                        common shares on the OTCBB in the previous three-month
                        period. Notwithstanding the foregoing, the Preferred
                        Holders shall be permitted to sell any number of the
                        Manaris Shares in any three-month period through the
                        facilities of the OTCBB if the closing price of shares
                        of common stock of Manaris on the OTCBB on the date of
                        the sale of the Manaris Shares is higher than the
                        Reference Share Price. The Preferred Holders shall also
                        be permitted to transfer all or any of the Manaris
                        Shares at any time at any price by private sale to a
                        bona fide third-party purchaser.

                        In addition, if within the period ending one year after
                        the Free Date (the "Period"), the Preferred Holders sell
                        Manaris Shares through the facilities of the OTCBB at a
                        price ("SALE PRICE") which is less than the Reference
                        Share Price, Manaris shall, at the option of the
                        Preferred Holders, within five (5) Business Days of the
                        end of the Period (i) pay in cash the cumulative
                        shortfall, if any, between the Reference Share Price
                        multiplied by the number of Manaris Shares actually sold
                        by all of the Preferred Holders within the Period and
                        the Sale Prices for any Manaris Shares actually sold or
                        (ii) issue that number of free trading shares of common
                        stock of Manaris equal to the Shortfall divided by the
                        closing price of the shares of common stock of Manaris
                        on the OTCBB the date of the end of the Period or, if
                        such date is not a trading day on the OTCBB, the trading
                        day prior to such date.

            2.8.3       In the event that all or part of Manaris Shares are not
                        freely tradeable (except due to restrictions imposed by
                        a regulatory authority on a Preferred Holder) on the
                        OTCBB on or prior to May 1, 2007, Manaris shall pay to
                        the Preferred Holders, in the proportions set out in
                        Section 2.4.3, an amount in cash equal to the number of
                        Manaris Shares which are not freely tradeable multiplied
                        by the Reference Share Price within 30 days of receiving
                        a written notice from a Preferred Holder together with
                        the certificate representing its proportion of such
                        number of Manaris Shares.

   3. SELLER'S REPRESENTATIONS AND WARRANTIES

      Except as otherwise indicated, the Seller hereby represents and warrants
      to the Purchasers as follows, it being acknowledged by the Seller that the
      Purchasers are relying upon such representations and warranties in
      purchasing the Assets.

      3.1 ORGANIZATION

            The Seller is duly incorporated, validly existing and in good
            standing under the laws of its jurisdiction of incorporation, with
            the full corporate power to own or lease or use all of the Assets
            and to carry on the Purchased Business, and is duly qualified as a
            corporation to do business in each jurisdiction in which the
            Purchased Business is carried on and the Seller has made all
            necessary material filings under all applicable corporate,
            securities and taxation laws or any other laws to which the Seller
            is subject.

                                       16
<PAGE>

      3.2 AUTHORITY

            3.2.1       The Seller has the corporate power, authority and right
                        to enter into and deliver this Agreement and to perform
                        its obligations hereunder and full right to transfer the
                        legal and beneficial title and ownership of the Assets
                        to the Purchasers free and clear of all Encumbrances and
                        any other rights of third parties, and all requisite
                        director, shareholder or other corporate approval on the
                        part of the Seller have been obtained to permit the
                        execution and delivery of this Agreement and the
                        consummation of the transactions contemplated hereby.

            3.2.2       This Agreement constitutes a valid and legally binding
                        obligation of the Seller enforceable against the Seller
                        in accordance with its terms, subject, however, to
                        limitations with respect to enforcement imposed by law
                        in connection with bankruptcy or similar proceedings and
                        to the extent that equitable remedies such as specific
                        performance and injunction are in the discretion of the
                        court from which they are sought.

            3.2.3       There is no contract, option or any other right of
                        another binding upon, or which at any time in the future
                        may become binding upon the Seller to sell, transfer,
                        assign, pledge, charge, mortgage or in any other way
                        dispose of or encumber any of the Assets other than
                        pursuant to the provisions of this Agreement, or that
                        would restrain or prevent the consummation of the
                        transactions contemplated by this Agreement.

            3.2.4       Except as set forth in Sections 3.8.3, 3.8.5 and 3.9.2
                        of the Seller's Disclosure Schedule, neither the
                        entering into nor the delivery of this Agreement nor the
                        completion of the transactions contemplated hereby by
                        the Seller will result in:

                        3.2.4.1     the violation of any of the provisions of
                                    the charter documents or by-laws of the
                                    Seller;

                        3.2.4.2     the violation of any agreement or other
                                    instrument to which the Seller is a party or
                                    by which it or the Assets are bound;

                        3.2.4.3     the violation of any applicable Laws;

                        3.2.4.4     the creation of any Encumbrance upon the
                                    Assets; or

                        3.2.4.5     a conflict with, breach of or creation of an
                                    event of default (or event that, with the
                                    giving of notice or lapse of time or both,
                                    would constitute an event of default) under,
                                    or an event which would give any party the
                                    right to accelerate any obligation under,
                                    any agreement, mortgage, license, lease,
                                    indenture, instrument, order, arbitration
                                    award, judgment or decree to which the
                                    Seller is a party or by which the Seller,
                                    the Purchased Business or the Assets are
                                    bound or affected.

                                       17
<PAGE>

            3.2.5       No consent, approval, waiver or authorization is
                        required to be obtained by the Seller from, and no
                        notice or filing is required to be given by the Seller
                        to, or made by the Seller with, any Person in connection
                        with the execution, delivery and performance by the
                        Seller of this Agreement, except as disclosed in
                        Sections 3.8.3 and 3.9.2 of the Seller's Disclosure
                        Schedule.

      3.3 FINANCIAL

            3.3.1       The Financial Statements:

                        3.3.1.1     are in accordance with the books and
                                    accounts of the Seller as at and for the
                                    twelve-month period ended on December 31,
                                    2005;

                        3.3.1.2     are true, complete and correct and present
                                    fairly the assets, liabilities, financial
                                    position and results of operations, as
                                    applicable, including, without limiting the
                                    generality of the foregoing, all contingent
                                    liabilities of the Purchased Business as at
                                    and for the twelve-month period ended on
                                    December 31, 2005; and

                        3.3.1.3     have been prepared in accordance with GAAP
                                    applied in a manner consistent with past
                                    practices. 3.3.2 The books and records of
                                    the Seller relating to the Purchased
                                    Business are true and correct and present
                                    fairly and disclose in all material respects
                                    the financial position of the Purchased
                                    Business and all material financial
                                    transactions of the Seller relating to the
                                    Purchased Business have been accurately
                                    recorded in such books and records and, to
                                    the extent possible, such books and records
                                    have been prepared in accordance with GAAP
                                    consistently applied.

      3.4 TAX MATTERS

            3.4.1       The Seller is registered under Part IX of the Excise Tax
                        Act (Canada) with registration number 141729467 RT.

            3.4.2       The Seller is not a non-resident person within the
                        meaning of section 116 of the Income Tax Act (Canada).

                                       18
<PAGE>

      3.5 ABSENCE OF CHANGES

            3.5.1       With respect to the Purchased Business, since December
                        31, 2005 and except as set forth in Section 3.5 of the
                        Seller's Disclosure Schedule:

            3.5.1.1     there has been no changes in the affairs, business,
                        operations or condition of the Purchased Business,
                        financial or otherwise (whether arising as a result of
                        any legislative or regulatory change, revocation of any
                        license or right to do business, fire, explosion,
                        accident, casualty, labour dispute, flood, drought,
                        riot, storm, condemnation, act of God, public force or
                        otherwise, whether or not covered by insurance) that has
                        a Material Adverse Effect, except changes occurring in
                        the Ordinary Course of Business which do not have a
                        Material Adverse Effect;

            3.5.1.2     the Purchased Business has been carried on in the
                        Ordinary Course of Business and the Seller has not
                        entered into any transaction out of the Ordinary Course
                        of Business;

            3.5.1.3     the Seller has not disposed of any capital assets or
                        incurred or authorized any capital expenditures in
                        excess of $25,000 in the aggregate in connection with or
                        having an effect on the Purchased Business;

            3.5.1.4     the Seller has not made any purchase, sale or
                        disposition of any asset or property other than in the
                        Ordinary Course of Business, nor mortgaged, pledged or
                        subjected to lien, charge or Encumbrance of any kind,
                        any of the Assets other than in the Ordinary Course of
                        Business;

            3.5.1.5     there has been no change in the accounting methods or
                        tax practices or elections used by the Seller;

            3.5.1.6     except for the Other Lease, no party (including the
                        Seller) has accelerated, terminated, modified, or
                        cancelled any agreement, contract, lease or license (or
                        series of related agreements, contracts, leases, and
                        licenses) involving more than $10,000 to which the
                        Seller is a party or by which it is bound;

            3.5.1.7     the Seller has not entered into any employment contract
                        or collective bargaining agreement, written or oral, or
                        modified the terms of any existing employment contract
                        or agreement other than for hourly workers hired or
                        given wage increases by oral agreement;

                                       19
<PAGE>

            3.5.1.8     the Seller has not granted any bonuses or other increase
                        in the compensation of any of its employees, including
                        the Transferred Employees, and has not increased the
                        compensation to any other employees or independent
                        contractors outside the Ordinary Course of Business;

            3.5.1.9     the Seller has not adopted, amended, modified, or
                        terminated any bonus, profit-sharing, incentive,
                        severance, or other plan, contract, or commitment for
                        the benefit of any of its employees;

            3.5.1.10    the Seller has not made any other change in employment
                        terms for any of its employees outside the Ordinary
                        Course of Business;

            3.5.1.11    the Seller has not entered into any contract or
                        agreement relating to the construction of tenant
                        improvements with respect to any of the Leased Premises;

            3.5.1.12    the Seller has not granted any license or sublicense of
                        any rights under or with respect to any Intellectual
                        Property Rights;

            3.5.1.13    the Seller has not concluded any transaction which could
                        have a Material Adverse Effect; and

            3.5.1.14    the Seller has not made any commitments with respect to
                        any of the foregoing.

      3.6 CONDUCT OF PURCHASED BUSINESS

            3.6.1       The Seller is duly licensed or qualified to do business
                        and is in good standing in the jurisdictions set forth
                        in Section 3.6.1 of the Seller's Disclosure Schedule
                        which jurisdictions are the only jurisdictions wherein
                        the character or location of the properties owned or
                        leased or the nature of the conduct of the Purchased
                        Business by the Seller makes such qualification
                        necessary. Set forth in Section 3.6.1 of the Seller's
                        Disclosure Schedule is each location where the Seller
                        (a) has a place of business, and (b) owns or leases
                        property, with respect to the Purchased Business.

                                       20
<PAGE>

            3.6.2       The Seller is conducting and has conducted the Purchased
                        Business in compliance with all applicable Laws of the
                        Province of Quebec and of Canada and all municipalities
                        thereof in which the Purchased Business is carried on,
                        is not in breach of any such Laws and duly possesses all
                        permits and quotas, in such province and all
                        municipalities thereof in which the Seller carries on
                        the Purchased Business to enable the Purchased Business
                        to be carried on as now conducted and its assets to be
                        owned, leased and operated, and all such licences,
                        registrations, qualifications and permits are valid and
                        subsisting and in good standing and none of the same
                        contains or is subject to any term, provision, condition
                        or limitation which has or may have a Material Adverse
                        Effect or which may adversely change or terminate such
                        licence, registration, qualification or permit by virtue
                        of the completion of the transactions contemplated
                        hereby.

            3.6.3       The Permits listed in Section 2.1.3.7 of the Seller's
                        Disclosure Schedule is a true and complete list of all
                        licences, registrations and permits necessary or
                        required to enable the Purchased Business to be carried
                        on as now conducted and its assets to be owned, leased
                        and operated, and all such licences, registrations and
                        permits are transferable by the Seller to the Purchasers
                        on the Closing Date.

      3.7 ASSETS

            3.7.1       Except as set forth or disclosed herein or in Section
                        3.7 of the Seller's Disclosure Schedule, the Seller is
                        the owner of all of the Assets with good and marketable
                        title, free and clear of all Encumbrances.

            3.7.2       The assets, properties and rights reflected in the
                        Financial Statements comprise and, subject to changes in
                        the Ordinary Course of Business, will, together with the
                        Business Intellectual Property, comprise all of the
                        assets, properties and rights of every type and
                        description, real, personal and intangible used by the
                        Seller and necessary for the operations of the Purchased
                        Business as currently conducted.

            3.7.3       All Manufacturing Fixed Assets and R&D Fixed Assets,
                        including all equipment owned or used by the Seller in
                        connection with the Purchased Business, have been
                        properly maintained and are in reasonable working order
                        for the purposes of ongoing operation, subject to
                        ordinary wear and tear for equipment of comparable age
                        or use in the Ordinary Course of Business.

            3.7.4       No notice has been received by the Seller of any
                        outstanding orders, notices or similar requirements
                        relating to the Purchased Business issued by any
                        building, environmental, fire, health, labour or police
                        authorities or from any other federal, provincial or
                        municipal authority and there are no matters under
                        discussion between the Seller and any such authorities
                        relating to orders, notices or similar requirements.

      3.8 LEASED PREMISES

                                       21
<PAGE>

            3.8.1       With respect to the Purchased Business, the Seller does
                        not own or lease, directly or indirectly, any interest
                        in real property, other than the premises being the
                        object of the Leases (the "LEASED PREMISES") and the
                        premises being the object of the Other Lease. The Seller
                        has not assigned, sublet, transferred, conveyed or
                        encumbered any interest in the Leases. The Leased
                        Premises have received all approvals of governmental
                        authorities (including licenses and permits) required in
                        connection with the operation thereof and have been
                        operated and maintained in accordance with applicable
                        Laws.

            3.8.2       The Leased Premises have been properly maintained and
                        are in good order and condition, subject to ordinary
                        wear and tear for premises of comparable nature, use and
                        age.

            3.8.3       No consent, authorization or approval is required from
                        any person pursuant to the Leases or from any authority
                        pursuant to any Laws or otherwise in relation to the
                        consummation of the transactions contemplated in this
                        Agreement, other than as set forth in Section 3.8.3 of
                        the Seller's Disclosure Schedule hereto.

            3.8.4       Except as a result of the requirements to obtain the
                        consents listed in Section 3.8.3 of the Seller's
                        Disclosure Schedule, the Leases are valid and in full
                        force, unamended, and each of the Leases constitutes the
                        entire agreement between the parties thereto in relation
                        to the Leased Premises.

            3.8.5       Except as set forth in Section 3.8.5 of the Seller's
                        Disclosure Schedule, the transactions contemplated in
                        this Agreement will not result in a default or early
                        termination of any of the Leases.

            3.8.6       Except as a result of the requirements to obtain the
                        consents listed in Section 3.8.3 of the Seller's
                        Disclosure Schedule, there is no default or event which
                        with notice or lapse of time, or both, under, and no
                        outstanding notice of default has been given in respect
                        of, and no claim, action or demand or other proceeding
                        has been made or, to the Knowledge of the Seller is
                        pending or threatened by or against the Leased Premises
                        or the Leases.

            3.8.7       The Seller has not received notice of, and, to the
                        Knowledge of the Seller, there is no contravention of or
                        non-compliance with any Laws arising from the occupancy,
                        leasing or use of the Leased Premises or otherwise
                        relating to or in connection with the Leased Premises.

            3.8.8       The Leased Premises are supplied with utilities and
                        other services reasonably necessary for the operation of
                        the Leased Premises for the Business as presently
                        conducted.

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<PAGE>

      3.9 CONTRACTS, AGREEMENTS AND COMMITMENTS

            3.9.1       The Seller has disclosed and identified all contracts,
                        agreements or commitments (written or oral) to which the
                        Seller is a party or by which it is bound with respect
                        to the Purchased Business, involving aggregate payments
                        in excess of $10,000, copies of which have been provided
                        or made available to Purchaser. All of the Purchased
                        Agreements, the Equipment Leases and the Leases are
                        legal, binding, valid, enforceable, and in full force
                        and effect.

            3.9.2       No consent, authorization or approval is required from
                        any person pursuant to the Purchased Agreements, the
                        Equipment Leases and the Leases or from any authority
                        pursuant to any Laws or otherwise in relation to the
                        consummation of the transactions contemplated in this
                        Agreement, other than as set forth in Section 3.9.2 of
                        the Seller's Disclosure Schedule.

            3.9.3       Except as a result of the requirements to obtain the
                        consents listed in Section 3.9.2 of the Seller's
                        Disclosure Schedule, the Seller is not in default (or
                        will be in default with the passage of time or notice or
                        otherwise) under any of the Purchased Agreements, the
                        Equipment Leases and the Leases.

      3.10 INTEREST IN CUSTOMERS, SUPPLIERS AND COMPETITORS

            None of the Seller or, to the Knowledge of the Seller, any
            Transferred Employee or Dr. Francois Gonthier has any direct or
            indirect controlling interest in any competitor or supplier of the
            Purchased Business, or in any Person with whom the Seller is doing
            business, other than as set forth in Section 3.10 of the Seller's
            Disclosure Schedule.

      3.11 EMPLOYEES

            3.11.1      The Seller has identified for the Purchasers all of the
                        employees, consultants and subcontractors employed or
                        who provide services to the Purchased Business. Section
                        3.11.1 of the Seller's Disclosure Schedule sets out (i)
                        the names of the Transferred Employees, (ii) their
                        status (part-time, full time, CSST, long term
                        disability, short term disability, other types of
                        leaves) and (iii) their hiring date and term of
                        employment. The employee files of the Seller contain
                        each Transferred Employee's social insurance numbers and
                        correct and complete details of each Transferred
                        Employee's annual and hourly wages as well as their
                        eligibility to any Employee Benefit plan.

            3.11.2      The Seller is in full compliance with all Laws including
                        with respect to employment and employment practices,
                        terms and conditions of employment, wages and hours,
                        non-discrimination in employment, pay equity,
                        occupational health and safety and is not engaged in any
                        unfair labour practice.

                                       23
<PAGE>

            3.11.3      The Seller is not involved in or, to the Knowledge of
                        the Seller, threatened with any labour dispute,
                        arbitration, grievance, law suit or administrative
                        proceeding relation to labour matters involving any of
                        the employees of the Seller.

            3.11.4      The Seller is not, and never has been, bound by or a
                        party to any collective bargaining agreement, or other
                        agreement with labour unions or associations
                        representing employees of the Seller and there are no
                        actual or, to the Knowledge of the Seller, threatened or
                        pending organizing activities by any trade union,
                        council of trade unions, employee bargaining agency or
                        affiliated bargaining agent.

            3.11.5      No trade union, council of trade unions, employee
                        bargaining agency or affiliated bargaining agent:

                        3.11.5.1.1  holds or has ever held bargaining rights
                                    with respect to any of the Seller's
                                    employees by way of certification, interim
                                    certification, voluntary recognition,
                                    designation or successor rights; or

                        3.11.5.1.2  to the Knowledge of the Seller, has applied
                                    to be certified as the bargaining agent of
                                    the Seller's employees.

            3.11.6      All accruals for, premiums for employment insurance,
                        health premiums, Canada and Quebec Pension Plan
                        premiums, accrued wages, salaries and commissions and
                        Employee Benefit Plan payments have been reflected in
                        the books and records of the Seller and all accruals for
                        unpaid vacation pay have been paid to the employees of
                        the Seller or will be paid prior to the Closing Date.

            3.11.7      Except as disclosed in Section 3.11.7 of the Seller's
                        Disclosure Schedule and except for remuneration
                        (including severance) paid to employees in the Ordinary
                        Course of Business and made at current rates of
                        remuneration, no payments have been made or authorized
                        since December 31, 2005 by the Seller to officers,
                        directors or employees of the Seller.

      3.12 EMPLOYEE BENEFITS

            3.12.1      Except for the arrangements set forth in Section 3.12.1
                        of the Seller's Disclosure Schedule, the Seller neither
                        maintains nor contributes to, nor has ever maintained or
                        contributed to, any pension, profit-sharing, deferred
                        compensation, bonus, stock option, share appreciation
                        right, severance, group or individual health, dental,
                        medical, disability life insurance, survivor benefit, or

                                       24
<PAGE>

                        similar plan, policy or arrangement, whether formal or
                        informal, written or oral, for the benefit of any
                        director, officer, consultant or employee, whether
                        active or terminated. Each of the arrangements set forth
                        in Section 3.12.1 of the Seller's Disclosure Schedule is
                        hereinafter referred to as an "EMPLOYEE BENEFIT PLAN".

            3.12.2      The Seller has heretofore delivered to the Purchasers
                        true, correct, complete and up-to-date copies of each
                        Employee Benefit Plan of the Seller.

            3.12.3      Except as set forth in Section 3.12.3 of the Seller's
                        Disclosure Schedule,

                        3.12.3.1    there is no pending or, to the Knowledge of
                                    the Seller, threatened legal action,
                                    proceeding or investigation, other than
                                    routine claims for benefits, concerning any
                                    Employee Benefit Plan or, to the Knowledge
                                    of the Seller, any fiduciary or service
                                    provider thereof and, to the Knowledge of
                                    the Seller, there is no basis for any such
                                    legal action or proceeding;

                        3.12.3.2    no liability (contingent or otherwise) to
                                    any multi-employer plan has been incurred by
                                    the Seller or any affiliate thereof (other
                                    than insurance premiums satisfied in due
                                    course);

                        3.12.3.3    no communication, report or disclosure has
                                    been made which, at the time made, did not
                                    accurately reflect the terms and operations
                                    of any Employee Benefit Plan;

                        3.12.3.4    no Employee Benefit Plan provides welfare
                                    benefits subsequent to termination of
                                    employment to employees or their
                                    beneficiaries;

                        3.12.3.5    no benefits due under any Employee Benefit
                                    Plan have been forfeited subject to the
                                    possibility of reinstatement (which
                                    possibility would still exist at or after
                                    the Closing Date); and

                        3.12.3.6    the Seller has not undertaken to maintain
                                    any Employee Benefit Plan for any period of
                                    time and each such Plan may be terminated at
                                    the sole discretion of the sponsor thereof,
                                    subject only to such constraints as may be
                                    imposed by applicable Laws.

                                       25
<PAGE>

      3.13 COMPETITIVE BUSINESS

            The Seller has not been made aware of any supervisory, managerial or
            executive employee of the Seller intending to resign, to establish a
            competitive business or to take employment with a competitor of the
            Purchased Business except, however, that Seller does not make any
            representation or warranty with respect to Dr. Francois Gonthier.

      3.14 INTELLECTUAL PROPERTY RIGHTS

            3.14.1      The Business Intellectual Property constitutes all of
                        the Intellectual Property Rights (excluding any
                        Intellectual Property Rights that are in the public
                        domain) that are used in or necessary for the conduct of
                        the Purchased Business as presently conducted. For the
                        purpose of Section 3 only, "BUSINESS INTELLECTUAL
                        PROPERTY" shall mean collectively all Intellectual
                        Property Rights owned by the Seller (the "OWNED
                        INTELLECTUAL PROPERTY") or of which the Seller is the
                        licensee or in which the Seller has any right (other
                        than with respect to "off-the-shelf" software which is
                        generally commercially available to the public at retail
                        in which the Seller is the licensee of such software)
                        (the "INBOUND LICENSED INTELLECTUAL PROPERTY").

            3.14.2      Section 3.14.2 of the Seller's Disclosure Schedule sets
                        forth a complete list of all Owned Intellectual Property
                        for which an application for registration or issuance
                        has been filed and/or for which a registration or a
                        notice of issuance has been delivered, including the
                        respective jurisdiction, registration and application
                        number. The registrations of all registered Owned
                        Intellectual Property are in full force and effect with
                        all maintenance or renewal fees or payments relating
                        thereto having been paid in a timely manner. All
                        applications to register Owned Intellectual Property are
                        proceeding normally and all prescribed fees have been
                        paid.

            3.14.3      Except as set forth in Section 3.14.3 and Section 3.14.4
                        of the Seller's Disclosure Schedule, the Seller is the
                        sole legal and beneficial owner, unencumbered by any
                        liens, charges or encumbrances of any kind, of all Owned
                        Intellectual Property. The Seller lawfully possesses all
                        technical information and know-how used in the creation,
                        development, support and maintenance of the Products and
                        has not disclosed any such confidential information and
                        know-how to any third party, except as necessary in the
                        conduct of the Purchased Business and such third parties
                        always having been bound by written, contractual
                        confidentiality obligations with respect to such
                        confidential information.

                                       26
<PAGE>

            3.14.4      Except as set forth in Section 3.14.4 of the Seller's
                        Disclosure Schedule, the Business Intellectual Property
                        is freely transferable by the Seller to the Purchasers
                        on the Closing Date.

            3.14.5      The only licenses or other agreements under which the
                        Seller was granted rights in the Inbound Licensed
                        Intellectual Property Rights are listed and described in
                        Section 3.14.5 of the Seller's Disclosure Schedule. All
                        such licenses are in full force and effect and there is
                        no material default in connection therewith.

            3.14.6      The only licenses or other agreements under which the
                        Seller has granted to any Person rights in the Business
                        Intellectual Property (for the purpose of Section 3
                        only, the "OUTBOUND LICENSED INTELLECTUAL PROPERTY") are
                        listed and described in Section 3.14.6 of the Seller's
                        Disclosure Schedule. The Seller has not granted any
                        exclusive licenses to third parties to use the Outbound
                        Licensed Intellectual Property.

            3.14.7      No termination of any Seller license agreement in
                        respect of the Outbound Licensed Intellectual Property
                        (other than any expiration of the stated term thereof)
                        or loss or modification of rights of the Seller
                        thereunder is pending or, to the Seller's Knowledge,
                        threatened. There is no outstanding or, to the Seller's
                        Knowledge, threatened dispute or disagreement with
                        respect to any license agreement in respect of the
                        Outbound Licensed Intellectual Property that reasonably
                        could be expected to materially affect any of the
                        respective rights and obligations of the parties
                        thereunder. The execution, delivery and performance by
                        the Seller of this Agreement and the consummation of the
                        transactions contemplated hereby and thereby, will not
                        result in the loss or impairment of, or give rise to,
                        any right of any third party to terminate, reprice or
                        otherwise modify any rights or obligations of the Seller
                        under any license agreement in respect of the Outbound
                        Licensed Intellectual Property.

            3.14.8      Except for the Persons listed in Section 3.14.8 of the
                        Seller's Disclosure Schedule, all employees and
                        contractors who are involved in the development of the
                        Owned Intellectual Property, (i) have assigned to and in
                        favour of the Seller all Intellectual Property Rights
                        developed in connection with the Owned Intellectual
                        Property; and (ii) have waived their moral rights in
                        such Intellectual Property Rights. No former or present
                        employee or contractor of the Seller claims or has
                        claimed to own any Intellectual Property Rights in the
                        Products.

            3.14.9      To the Seller's Knowledge, the Seller is not making
                        unauthorized use of any confidential information or
                        trade secrets of any Person and, to the Seller's
                        Knowledge, no employee or contractor of the Seller is
                        violating or has violated any third party Intellectual
                        Property Rights or any confidentiality obligations
                        toward third parties undertaken by them or any of the
                        Seller, other than as set forth in Section 3.14.9 of the
                        Seller's Disclosure Schedule.

                                       27
<PAGE>

            3.14.10     No source code of any software owned by the Seller that
                        has been incorporated or embedded in any Products that
                        comprise the Purchased Business has been licensed or
                        otherwise disclosed to another Person other than an
                        escrow agent pursuant to the terms of a source code
                        escrow agreement in customary form, other than as set
                        forth in Section 3.14.10 of the Seller's Disclosure
                        Schedule. No software that has been incorporated or
                        embedded in any Products that comprise the Purchased
                        Business contains any code that is owned by any third
                        party, including any code that is licensed pursuant to
                        the provisions of any "open source" license agreement,
                        or any other license agreement that requires source code
                        be distributed or made available in connection with the
                        distribution of the licensed software in object code
                        form or that limits the amount of fees that may be
                        charged in connection with sublicensing or distributing
                        such licensed software, other than as set forth in
                        Section 3.14.10 of the Seller's Disclosure Schedule

            3.14.11     Except as disclosed in Section 3.14.11 of the Seller's
                        Disclosure Schedule: (i) the Seller has not received any
                        notice alleging that the conduct of the Purchased
                        Business infringes any third party Intellectual Property
                        Rights; (ii) the Seller has not at any time been sued or
                        been the subject of a Claim, or been a defendant in any
                        Claim (other than one which has been finally settled
                        prior to the date hereof with no ongoing obligations)
                        that involves the infringement or alleged infringement
                        of any third party Intellectual Property Rights, and no
                        such Claims are pending or, to the Knowledge of the
                        Seller, threatened; (iii) the Seller has not made any
                        Claim of infringement of any of the Owned Intellectual
                        Property against any other Person; and (iv) to the
                        Knowledge of the Seller, there is no infringement by any
                        other Person of any Business Intellectual Property. None
                        of the Owned Intellectual Property is subject to any
                        outstanding order, judgment, decree, stipulation or
                        agreement restricting the use thereof by the Seller or
                        restricting the licensing thereof by the Seller to any
                        Person. With the exception of those agreements entered
                        into with its customers, distributors and system
                        integrators, the Seller has not entered into any
                        agreement to indemnify any other Person against any
                        charge of infringement of any Owned Intellectual
                        Property.

      3.15 PRODUCT WARRANTY

            No Product or service sold or delivered by the Seller with respect
            to the Purchased Business is subject to any guaranty, warranty or
            other indemnity beyond the Seller's applicable standard terms and
            conditions of sale and all applicable statutory or common law rules,
            regulations and laws in connection with the Purchased Business.

                                       28
<PAGE>

      3.16 PRODUCTS

            Subject to warranty claims in the Ordinary Course of Business, all
            Products previously or presently supplied, licensed or otherwise
            made available by the Seller in connection with the Purchased
            Business to any third party:

            3.16.1      perform substantially in accordance with their
                        specifications and user manuals and other descriptions,
                        warranties or representations applied in respect of such
                        Products, including the Products' specifications
                        attached to Section 3.16.1 of the Seller's Disclosure
                        Schedule;

            3.16.2      are and have at all times been properly and promptly
                        maintained and updated by the Seller; and

            3.16.3      the Seller has not agreed to and is not obliged to
                        replace or repair any defective Products free of charge
                        or to refund or to issue any credit note or to write off
                        or reduce indebtedness in respect of any Products it has
                        licensed or sold.

      3.17 PRODUCT LIABILITY

            The Seller has no liability (and, to the Knowledge of the Seller,
            there is no basis for any present or future action, suit,
            proceeding, hearing, investigation, charge, complaint, claim or
            demand against the Seller giving rise to any liability) arising out
            of any injury to individuals or property as a result of the
            ownership, possession or use of any Product or service sold or
            delivered by the Seller in the connection with the Purchased
            Business.

      3.18 ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS

            3.18.1      The Seller, its operations, activities, equipment,
                        buildings, immoveables and the properties it owns,
                        leases, occupies or has the custody of, including the
                        Leased Premises, have at all time been and are in
                        compliance with all applicable Environmental Laws and
                        Health and Safety Laws.

            3.18.2      The Seller has obtained and holds all permits,
                        certificates, licenses, certificates of authorization,
                        approvals, consent, registrations and other
                        authorizations required under applicable Environmental
                        Laws for its operations and activities (the
                        "ENVIRONMENTAL PERMITS"); each Environmental Permit is
                        valid and in force and the operations and activities of
                        the Seller and the Purchased Business are in compliance
                        with the conditions set out in the Environmental
                        Permits; to the Knowledge of the Seller, there is no
                        grounds for revocation, change, expiry or annulment of
                        any Environmental Permits.

                                       29
<PAGE>

            3.18.3      The Seller, and to the Knowledge of the Seller, in
                        connection with its work, its employees, agents,
                        shareholders, directors and officers has never been
                        declared guilty of committing an offence for a violation
                        of Environmental Laws or Health and Safety Laws and has
                        never been imposed a fine or has never otherwise settled
                        such a prosecution.

            3.18.4      There are no Contaminants in, on or under the equipment,
                        buildings, immoveables or properties owned, leased,
                        occupied by or under the custody of the Seller,
                        including the Leased Premises, the presence of which
                        constitutes a violation of applicable Environmental Laws
                        or Health and Safety Laws.

            3.18.5      The Seller has not received any written or verbal notice
                        or request for information in the context of any
                        environmental or health and safety, federal, provincial,
                        regional or municipal investigation or inspection.

            3.18.6      The Seller has not used and is not using Contaminants
                        and has not allowed and is not allowing Contaminants to
                        be used at any equipment, building, immoveable or
                        property owned, leased or occupied by or under the
                        custody of the Seller, including the Leased Premises,
                        except in compliance with Environmental Laws and Health
                        and Safety Laws.

            3.18.7      The Seller has not and does not Discharge or allow the
                        Discharge of Contaminants and to the Knowledge of the
                        Seller, there is no Discharge of Contaminants on, in,
                        under, into, onto, from or outside the equipments,
                        buildings, immoveables or properties owned, leased,
                        occupied by or under the custody of the Seller including
                        the Leased Premises. All Contaminants and other
                        materials or substances disposed of, treated, handled or
                        stored at such equipments, buildings, immoveables or
                        properties have at all time and are being disposed of,
                        handled, treated and stored in compliance with
                        Environmental Laws and Health and Safety Laws.

            3.18.8      There are no PCBs, asbestos, urea formaldehyde, methane,
                        ozone-depleting substances, lead-based paint, radon or
                        radioactive substances in, on or under the equipment,
                        buildings, immoveables or properties owned, leased or
                        occupied by or under the custody of the Seller,
                        including the Leased Premises.

                                       30
<PAGE>

            3.18.9      There is no action, order, decision, directive,
                        declaration, decree, judgment, suit or proceeding,
                        pending or threatened, against the Seller, or to the
                        Knowledge of the Seller, its employees, agents,
                        shareholders, directors and officers, or involving the
                        Seller or the Purchased Business, by or before any
                        tribunal, commission, agency or any governmental entity
                        (including the Commission de la sante et de la securite
                        du travail, Environment Canada, Transport Canada,
                        Fisheries and Oceans Canada, the Ministry of the
                        Environment (Quebec) and the Ministry of Natural
                        Resources (Quebec)), and to the Knowledge of the Seller,
                        there is no event or fact based on which such action,
                        order, decision, directive, declaration, decree,
                        judgment, suit or proceeding may be instituted.

      3.19 LITIGATION

            3.19.1      There are no Claims (including without limitation any
                        derivative proceeding on behalf of the Seller) pending
                        or, to the Knowledge of the Seller, threatened against
                        the Seller or the Purchased Business, or the ability of
                        the Seller to consummate the transactions contemplated
                        hereunder, before or by any federal, state, provincial,
                        municipal or other governmental court, department,
                        commission, board, bureau, agency or instrumentality,
                        domestic or foreign, whether or not insured, or which
                        might involve the possibility of any judgment or
                        liability against the Seller or the Purchased Business.

            3.19.2      There are no (i) outstanding judgments, orders,
                        injunctions or decrees of any governmental authority or
                        arbitration tribunal against the Seller or any of its
                        affiliates or the Purchased Business, or (ii)
                        investigations by any governmental authority which are,
                        to the Knowledge of the Seller, pending or threatened
                        against the Purchased Business, the Seller or any of its
                        affiliates, and which have or could have an adverse
                        effect on the ability of the Seller to consummate the
                        transactions contemplated hereby or to perform the
                        obligations of the Seller under this Agreement.

      3.20 FEES

            The Seller does not have 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 for which the Purchasers
            could become liable or obligated.

4. SURVIVAL OF SELLER'S REPRESENTATIONS AND WARRANTIES

      All representations and warranties of the Seller set forth in Article 3
      shall survive for one year from the Closing Date, except that
      representations and warranties fraudulently made shall survive without
      limitation.

                                       31
<PAGE>

5. AVENSYS' REPRESENTATIONS AND WARRANTIES

      Avensys represents and warrants to the Seller and the Preferred Holders
      that:

      5.1 ORGANIZATION

            Avensys is duly incorporated, organized and validly existing and in
            good standing under the Laws of its jurisdiction of incorporation.

      5.2 AUTHORITY

            5.2.1       Avensys has good and sufficient power, authority and
                        right to enter into and deliver this Agreement and to
                        complete the transactions contemplated hereby.

            5.2.2       This Agreement has been duly executed and delivered by
                        Avensys, and is a valid and binding obligation of
                        Avensys enforceable in accordance with its terms.

            5.2.3       Neither the entering into, the delivery of this
                        Agreement nor the completion of the transactions
                        contemplated hereby by Avensys will result in:

                        5.2.3.1     the violation of any of the provisions of
                                    the charter documents or by-laws of Avensys;

                        5.2.3.2     the violation of any agreement or other
                                    instrument to which Avensys is a party or by
                                    which it is bound;

                        5.2.3.3     the violation of any applicable law, rule,
                                    regulation, judgment, order or decree; or

                        5.2.3.4     a conflict with, breach of or creation of an
                                    event of default (or event that, with the
                                    giving of notice or lapse of time or both,
                                    would constitute an event of default) under,
                                    or an event which would give any party the
                                    right to accelerate any obligation under,
                                    any agreement, mortgage, license, lease,
                                    indenture, instrument, order, arbitration
                                    award, judgment or decree to which Avensys
                                    is a party or by which Avensys, Avensys'
                                    Business or Avensys' Assets are bound or
                                    affected.

            5.2.4       No consent, approval, waiver or authorization is
                        required to be obtained by Avensys from, and no notice
                        or filing is required to be given by Avensys to, or made
                        by Avensys with, any Person in connection with the
                        execution, delivery and performance by Avensys of this
                        Agreement, except as disclosed in Sections 5.2.4 of the
                        Purchasers' Disclosure Schedule.

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<PAGE>

      5.3 FINANCIAL

            5.3.1       Avensys' Financial Statements:

                        5.3.1.1     are in accordance with the books and
                                    accounts of Avensys as at and for the
                                    six-month period ended on December 31, 2005;

                        5.3.1.2     are true, complete and correct and present
                                    fairly the assets, liabilities, financial
                                    position and results of operations, as
                                    applicable, as at and for the six-month
                                    period ended on December 31, 2005; and

                        5.3.1.3     have been prepared in accordance with GAAP
                                    applied in a manner consistent with past
                                    practices.

            5.3.2       The books and records of Avensys are true and correct
                        and present fairly and disclose in all material respects
                        the financial position of Avensys' Business and all
                        material financial transactions of Avensys relating to
                        Avensys' Business have been accurately recorded in such
                        books and records and, to the extent possible, such
                        books and records have been prepared in accordance with
                        GAAP consistently applied.

      5.4 TAX MATTERS

            5.4.1       Avensys is registered under Part IX of the Excise Tax
                        Act (Canada) with registration number 141196691RT.

      5.5 ABSENCE OF CHANGES

            5.5.1       With respect to Avensys' Business, since December 31,
                        2005 and except as set forth in Section 5.5 of the
                        Purchasers' Disclosure Schedule:

                        5.5.1.1     there has been no changes in the affairs,
                                    business, operations or condition of
                                    Avensys' Business, financial or otherwise
                                    (whether arising as a result of any
                                    legislative or regulatory change, revocation
                                    of any license or right to do business,
                                    fire, explosion, accident, casualty, labour
                                    dispute, flood, drought, riot, storm,
                                    condemnation, act of God, public force or
                                    otherwise, whether or not covered by
                                    insurance) that has a Material Adverse
                                    Effect, except changes occurring in the
                                    Ordinary Course of Business which do not
                                    have a Material Adverse Effect;

                                       33
<PAGE>

                        5.5.1.2     Avensys' Business has been carried on in the
                                    Ordinary Course of Business and Avensys has
                                    not entered into any transaction out of the
                                    Ordinary Course of Business;

                        5.5.1.3     Avensys has not concluded any transaction
                                    which could have a Material Adverse Effect;
                                    and

                        5.5.1.4     Avensys has not made any commitments with
                                    respect to any of the foregoing.

      5.6 CONDUCT OF AVENSYS' BUSINESS

            5.6.1       Avensys is duly licensed or qualified to do business and
                        is in good standing in the jurisdictions set forth in
                        Section 5.6.1 of the Purchasers' Disclosure Schedule
                        which jurisdictions are the only jurisdictions wherein
                        the character or location of the properties owned or
                        leased or the nature of the conduct of Avensys' Business
                        by Avensys makes such qualification necessary. Set forth
                        in Section 5.6.1 of the Purchasers' Disclosure Schedule
                        is each location where Avensys (a) has a place of
                        business, and (b) owns or leases property, with respect
                        to Avensys' Business.

            5.6.2       Avensys is conducting and has conducted Avensys'
                        Business in compliance with all applicable Laws of the
                        Province of Quebec and of Canada and all municipalities
                        thereof in which Avensys' Business is carried on, is not
                        in breach of any such Laws and duly possesses all
                        permits and quotas, in such province and all
                        municipalities thereof in which Avensys carries on
                        Avensys' Business to enable Avensys' Business to be
                        carried on as now conducted and its assets to be owned,
                        leased and operated, and all such licences,
                        registrations, qualifications and permits are valid and
                        subsisting and in good standing and none of the same
                        contains or is subject to any term, provision, condition
                        or limitation which has or may have a Material Adverse
                        Effect or which may adversely change or terminate such
                        licence, registration, qualification or permit by virtue
                        of the completion of the transactions contemplated
                        hereby.

            5.6.3       The permits listed in Section 5.6.3 of the Purchasers'
                        Disclosure Schedule is a true and complete list of all
                        licences, registrations and permits necessary or
                        required to enable Avensys' Business to be carried on as
                        now conducted and its assets to be owned, leased and
                        operated.

      5.7 INTELLECTUAL PROPERTY RIGHTS

                                       34
<PAGE>

            5.7.1       The Business Intellectual Property constitutes all of
                        the Intellectual Property Rights (excluding any
                        Intellectual Property Rights that are in the public
                        domain) that are used in or necessary for the conduct of
                        Avensys' Business as presently conducted. For the
                        purpose of Section 5 only, "BUSINESS INTELLECTUAL
                        PROPERTY" shall mean collectively all Intellectual
                        Property Rights owned by Avensys (the "OWNED
                        INTELLECTUAL Property") or of which Avensys is the
                        licensee or in which Avensys has any right (other than
                        with respect to "off-the-shelf" software which is
                        generally commercially available to the public at retail
                        in which Avensys is the licensee of such software) (the
                        "INBOUND LICENSED INTELLECTUAL PROPERTY").

            5.7.2       Section 5.7.2 of the Purchasers' Disclosure Schedule
                        sets forth a complete list of all Owned Intellectual
                        Property for which an application for registration or
                        issuance has been filed and/or for which a registration
                        or a notice of issuance has been delivered, including
                        the respective jurisdiction, registration and
                        application number. The registrations of all registered
                        Owned Intellectual Property are in full force and effect
                        with all maintenance or renewal fees or payments
                        relating thereto having been paid in a timely manner.
                        All applications to register Owned Intellectual Property
                        are proceeding normally and all prescribed fees have
                        been paid.

            5.7.3       Except as set forth in Section 5.7.3 and Section 5.7.4
                        of the Purchasers' Disclosure Schedule, Avensys is the
                        sole legal and beneficial owner, unencumbered by any
                        liens, charges or encumbrances of any kind, of all Owned
                        Intellectual Property. Avensys lawfully possesses all
                        technical information and know-how used in the creation,
                        development, support and maintenance of the Avensys'
                        products and has not disclosed any such confidential
                        information and know-how to any third party, except as
                        necessary in the conduct of the Avensys' Business and
                        such third parties always having been bound by written,
                        contractual confidentiality obligations with respect to
                        such confidential information.

            5.7.4       The only licenses or other agreements under which
                        Avensys was granted rights in the Inbound Licensed
                        Intellectual Property Rights are listed and described in
                        Section 5.7.4 of the Purchasers' Disclosure Schedule.
                        All such licenses are in full force and effect and there
                        is no material default in connection therewith.

            5.7.5       The only licenses or other agreements under which
                        Avensys has granted to any Person rights in the Business
                        Intellectual Property (for the purpose of Section 5
                        only, the "OUTBOUND LICENSED INTELLECTUAL PROPERTY") are
                        listed and described in Section 5.7.5 of the Purchasers'
                        Disclosure Schedule. Avensys has not granted any
                        exclusive licenses to third parties to use the Outbound
                        Licensed Intellectual Property.

                                       35
<PAGE>

            5.7.6       No termination of any Avensys license agreement in
                        respect of the Outbound Licensed Intellectual Property
                        (other than any expiration of the stated term thereof)
                        or loss or modification of rights of Avensys thereunder
                        is pending or, to Avensys' Knowledge, threatened. There
                        is no outstanding or, to Avensys' Knowledge, threatened
                        dispute or disagreement with respect to any license
                        agreement in respect of the Outbound Licensed
                        Intellectual Property that reasonably could be expected
                        to materially affect any of the respective rights and
                        obligations of the parties thereunder. The execution,
                        delivery and performance by Avensys of this Agreement
                        and the consummation of the transactions contemplated
                        hereby and thereby, will not result in the loss or
                        impairment of, or give rise to, any right of any third
                        party to terminate, reprice or otherwise modify any
                        rights or obligations of Avensys under any license
                        agreement in respect of the Outbound Licensed
                        Intellectual Property.

            5.7.7       Except for the Persons listed in Section 5.7.7 of the
                        Purchasers' Disclosure Schedule, all employees and
                        contractors who are involved in the development of the
                        Owned Intellectual Property, (i) have assigned to and in
                        favour of Avensys all Intellectual Property Rights
                        developed in connection with the Owned Intellectual
                        Property; and (ii) have waived their moral rights in
                        such Intellectual Property Rights. No former or present
                        employee or contractor of Avensys claims or has claimed
                        to own any Intellectual Property Rights in the Avensys'
                        products.

            5.7.8       To Avensys' Knowledge, Avensys is not making
                        unauthorized use of any confidential information or
                        trade secrets of any Person and, to Avensys' Knowledge,
                        no employee or contractor of Avensys is violating or has
                        violated any third party Intellectual Property Rights or
                        any confidentiality obligations toward third parties
                        undertaken by them or any of Avensys, other than as set
                        forth in Section 5.7.8 of the Purchasers' Disclosure
                        Schedule.

            5.7.9       No source code of any software owned by Avensys that has
                        been incorporated or embedded in any Avensys' products
                        that comprise Avensys' Business has been licensed or
                        otherwise disclosed to another Person other than an
                        escrow agent pursuant to the terms of a source code
                        escrow agreement in customary form, other than as set
                        forth in Section 5.7.9 of the Purchasers' Disclosure
                        Schedule. No software that has been incorporated or
                        embedded in any Avensys' products that comprise Avensys'
                        Business contains any code that is owned by any third
                        party, including any code that is licensed pursuant to
                        the provisions of any "open source" license agreement,
                        or any other license agreement that requires source code
                        be distributed or made available in connection with the
                        distribution of the licensed software in object code
                        form or that limits the amount of fees that may be
                        charged in connection with sublicensing or distributing
                        such licensed software, other than as set forth in
                        Section 5.7.9 of the Purchasers' Disclosure Schedule.

                                       36
<PAGE>

            5.7.10      Except as disclosed in Section 5.7.10 of the Purchasers'
                        Disclosure Schedule: (i) Avensys has not received any
                        notice alleging that the conduct of Avensys' Business
                        infringes any third party Intellectual Property Rights;
                        (ii) Avensys has not at any time been sued or been the
                        subject of a Claim, or been a defendant in any Claim
                        (other than one which has been finally settled prior to
                        the date hereof with no ongoing obligations) that
                        involves the infringement or alleged infringement of any
                        third party Intellectual Property Rights, and no such
                        Claims are pending or, to the Knowledge of Avensys,
                        threatened; (iii) Avensys has not made any Claim of
                        infringement of any of the Owned Intellectual Property
                        against any other Person; and (iv) to the Knowledge of
                        Avensys, there is no infringement by any other Person of
                        any Business Intellectual Property. None of the Owned
                        Intellectual Property is subject to any outstanding
                        order, judgment, decree, stipulation or agreement
                        restricting the use thereof by Avensys or restricting
                        the licensing thereof by Avensys to any Person. With the
                        exception of those agreements entered into with its
                        customers, distributors and system integrators, Avensys
                        has not entered into any agreement to indemnify any
                        other Person against any charge of infringement of any
                        Owned Intellectual Property.

      5.8 ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS

            5.8.1       Avensys, its operations, activities, equipment,
                        buildings, immoveables and the properties it owns,
                        leases, occupies or has the custody of, have at all time
                        been and are in compliance with all applicable
                        Environmental Laws and Health and Safety Laws.

            5.8.2       Avensys has obtained and holds all permits,
                        certificates, licenses, certificates of authorization,
                        approvals, consent, registrations and other
                        authorizations required under applicable Environmental
                        Laws for its operations and activities (the
                        "ENVIRONMENTAL PERMITS"); each Environmental Permit is
                        valid and in force and the operations and activities of
                        Avensys and Avensys' Business are in compliance with the
                        conditions set out in the Environmental Permits; to the
                        Knowledge of Avensys, there is no grounds for
                        revocation, change, expiry or annulment of any
                        Environmental Permits.

            5.8.3       Avensys, and to the Knowledge of Avensys, in connection
                        with its work, its employees, agents, shareholders,
                        directors and officers has never been declared guilty of
                        committing an offence for a violation of Environmental
                        Laws or Health and Safety Laws and has never been
                        imposed a fine or has never otherwise settled such a
                        prosecution.

                                       37
<PAGE>

            5.8.4       There are no Contaminants in, on or under the equipment,
                        buildings, immoveables or properties owned, leased,
                        occupied by or under the custody of Avensys, the
                        presence of which constitutes a violation of applicable
                        Environmental Laws or Health and Safety Laws.

            5.8.5       Avensys has not received any written or verbal notice or
                        request for information in the context of any
                        environmental or health and safety, federal, provincial,
                        regional or municipal investigation or inspection.

            5.8.6       Avensys has not used and is not using Contaminants and
                        has not allowed and is not allowing Contaminants to be
                        used at any equipment, building, immoveable or property
                        owned, leased or occupied by or under the custody of
                        Avensys, except in compliance with Environmental Laws
                        and Health and Safety Laws.

            5.8.7       Avensys has not and does not Discharge or allow the
                        Discharge of Contaminants and to the Knowledge of
                        Avensys, there is no Discharge of Contaminants on, in,
                        under, into, onto, from or outside the equipments,
                        buildings, immoveables or properties owned, leased,
                        occupied by or under the custody of Avensys. All
                        Contaminants and other materials or substances disposed
                        of, treated, handled or stored at such equipments,
                        buildings, immoveables or properties have at all time
                        and are being disposed of, handled, treated and stored
                        in compliance with Environmental Laws and Health and
                        Safety Laws.

            5.8.8       There are no PCBs, asbestos, urea formaldehyde, methane,
                        ozone-depleting substances, lead-based paint, radon or
                        radioactive substances in, on or under the equipment,
                        buildings, immoveables or properties owned, leased or
                        occupied by or under the custody of Avensys.

            5.8.9       There is no action, order, decision, directive,
                        declaration, decree, judgment, suit or proceeding,
                        pending or threatened, against Avensys, or to the
                        Knowledge of Avensys, its employees, agents,
                        shareholders, directors and officers, or involving
                        Avensys or Avensys' Business, by or before any tribunal,
                        commission, agency or any governmental entity (including
                        the Commission de la sante et de la securite du travail,
                        Environment Canada, Transport Canada, Fisheries and
                        Oceans Canada, the Ministry of the Environment (Quebec)
                        and the Ministry of Natural Resources (Quebec)), and to
                        the Knowledge of Avensys, there is no event or fact
                        based on which such action, order, decision, directive,
                        declaration, decree, judgment, suit or proceeding may be
                        instituted.

                                       38
<PAGE>

      5.9 LITIGATION

            5.9.1       There are no Claims (including without limitation any
                        derivative proceeding on behalf of Avensys) pending or,
                        to the Knowledge of Avensys, threatened against Avensys,
                        or the ability of Avensys to consummate the transactions
                        contemplated hereunder, before or by any federal, state,
                        provincial, municipal or other governmental court,
                        department, commission, board, bureau, agency or
                        instrumentality, domestic or foreign, whether or not
                        insured, or which might involve the possibility of any
                        judgment or liability against Avensys.

            5.9.2       There are no (i) outstanding judgments, orders,
                        injunctions or decrees of any governmental authority or
                        arbitration tribunal against Avensys or any of its
                        affiliates or Avensys' Business, or (ii) investigations
                        by any governmental authority which are, to the
                        Knowledge of Avensys, pending or threatened against
                        Avensys' Business, Avensys or any of its affiliates and
                        which have or could have an adverse effect on the
                        ability of Avensys to consummate the transactions
                        contemplated hereby or to perform the obligations of
                        Avensys under this Agreement.

      5.10 FEES

            Avensys does not have 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 for which the Seller
            could become liable or obligated.

6. AVENSYS LAB' REPRESENTATIONS AND WARRANTIES

      Avensys Lab represents and warrants to the Seller and the Preferred
      Holders that:

      6.1 ORGANIZATION

            Avensys Lab is duly incorporated, organized and validly existing and
            in good standing under the Laws of its jurisdiction of
            incorporation.

      6.2 AUTHORITY

            6.2.1       Avensys Lab has good and sufficient power, authority and
                        right to enter into and deliver this Agreement and to
                        complete the transactions contemplated hereby.

            6.2.2       This Agreement has been duly executed and delivered by
                        Avensys Lab, and is a valid and binding obligation of
                        Avensys Lab enforceable in accordance with its terms.

                                       39
<PAGE>

            6.2.3       Neither the entering into, the delivery of this
                        Agreement nor the completion of the transactions
                        contemplated hereby by Avensys Lab will result in:

                        6.2.3.1     the violation of any of the provisions of
                                    the charter documents or by-laws of Avensys
                                    Lab;

                        6.2.3.2     the violation of any agreement or other
                                    instrument to which Avensys Lab is a party
                                    or by which it is bound;

                        6.2.3.3     the violation of any applicable law, rule,
                                    regulation, judgment, order or decree; or

                        6.2.3.4     a conflict with, breach of or creation of an
                                    event of default (or event that, with the
                                    giving of notice or lapse of time or both,
                                    would constitute an event of default) under,
                                    or an event which would give any party the
                                    right to accelerate any obligation under,
                                    any agreement, mortgage, license, lease,
                                    indenture, instrument, order, arbitration
                                    award, judgment or decree to which Avensys
                                    Lab is a party or by which Avensys Lab,
                                    Avensys Lab's Business or Avensys Lab's
                                    Assets are bound or affected.

            6.2.4       All necessary corporate action has been taken to validly
                        create and issue the Avensys Lab Shares and to register
                        such Avensys Lab Shares in the name of the Seller.

            6.2.5       Upon the consummation of the transaction contemplated by
                        this Agreement, the Avensys Lab Shares will be validly
                        issued and outstanding as fully paid and non-assessable
                        shares of Avensys Lab registered in the name of the
                        Seller.

            6.2.6       No consent, approval, waiver or authorization is
                        required to be obtained by Avensys Lab from, and no
                        notice or filing is required to be given by Avensys Lab
                        to, or made by Avensys Lab with, any Person in
                        connection with the execution, delivery and performance
                        by Avensys Lab of this Agreement, except as disclosed in
                        Sections 6.2.6 of the Purchasers' Disclosure Schedule.

      6.3 FINANCIAL

            6.3.1       Avensys Lab's Financial Statements:

                        6.3.1.1     are in accordance with the books and
                                    accounts of Avensys as at and for the
                                    seven-month period ended on December 31,
                                    2005;

                                       40
<PAGE>

                        6.3.1.2     are true, complete and correct and present
                                    fairly the assets, liabilities, financial
                                    position and results of operations, as
                                    applicable, as at and for the seven -month
                                    period ended on December 31, 2005; and

                        6.3.1.3     have been prepared in accordance with GAAP
                                    applied in a manner consistent with past
                                    practices.

            6.3.2       The books and records of Avensys Lab are true and
                        correct and present fairly and disclose in all material
                        respects the financial position of Avensys Lab's
                        Business and all material financial transactions of
                        Avensys relating to Avensys Lab's Business have been
                        accurately recorded in such books and records and, to
                        the extent possible, such books and records have been
                        prepared in accordance with GAAP consistently applied.

      6.4 TAX MATTERS

            6.4.1       Avensys Lab is registered under Part IX of the Excise
                        Tax Act (Canada) with registration number 837037076RT.

      6.5 ABSENCE OF CHANGES

            6.5.1       With respect to Avensys Lab's Business, since December
                        31, 2005 and except as set forth in Section 6.5 of the
                        Purchasers' Disclosure Schedule:

                        6.5.1.1     there has been no changes in the affairs,
                                    business, operations or condition of Avensys
                                    Lab's Business, financial or otherwise
                                    (whether arising as a result of any
                                    legislative or regulatory change, revocation
                                    of any license or right to do business,
                                    fire, explosion, accident, casualty, labour
                                    dispute, flood, drought, riot, storm,
                                    condemnation, act of God, public force or
                                    otherwise, whether or not covered by
                                    insurance) that has a Material Adverse
                                    Effect, except changes occurring in the
                                    Ordinary Course of Business which do not
                                    have a Material Adverse Effect;

                        6.5.1.2     Avensys Lab's Business has been carried on
                                    in the Ordinary Course of Business and
                                    Avensys Lab has not entered into any
                                    transaction out of the Ordinary Course of
                                    Business;

                        6.5.1.3     Avensys Lab has not concluded any
                                    transaction which could have a Material
                                    Adverse Effect; and

                                       41
<PAGE>

                        6.5.1.4     Avensys Lab has not made any commitments
                                    with respect to any of the foregoing.

      6.6 CONDUCT OF AVENSYS LAB'S BUSINESS

            6.6.1       Avensys Lab is duly licensed or qualified to do business
                        and is in good standing in the jurisdictions set forth
                        in Section 6.6.1 of the Purchasers' Disclosure Schedule
                        which jurisdictions are the only jurisdictions wherein
                        the character or location of the properties owned or
                        leased or the nature of the conduct of Avensys Lab's
                        Business by Avensys Lab makes such qualification
                        necessary. Set forth in Section 6.6.1 of the Purchasers'
                        Disclosure Schedule is each location where Avensys Lab
                        (a) has a place of business, and (b) owns or leases
                        property, with respect to Avensys Lab's Business.

            6.6.2       Avensys Lab is conducting and has conducted Avensys
                        Lab's Business in compliance with all applicable Laws of
                        the Province of Quebec and of Canada and all
                        municipalities thereof in which Avensys Lab's Business
                        is carried on, is not in breach of any such Laws and
                        duly possesses all permits and quotas, in such province
                        and all municipalities thereof in which Avensys Lab
                        carries on Avensys Lab's Business to enable Avensys
                        Lab's Business to be carried on as now conducted and its
                        assets to be owned, leased and operated, and all such
                        licences, registrations, qualifications and permits are
                        valid and subsisting and in good standing and none of
                        the same contains or is subject to any term, provision,
                        condition or limitation which has or may have a Material
                        Adverse Effect or which may adversely change or
                        terminate such licence, registration, qualification or
                        permit by virtue of the completion of the transactions
                        contemplated hereby.

            6.6.3       The permits listed in Section 6.6.3 of the Purchasers'
                        Disclosure Schedule is a true and complete list of all
                        licences, registrations and permits necessary or
                        required to enable Avensys Lab's Business to be carried
                        on as now conducted and its assets to be owned, leased
                        and operated.

      6.7 INTELLECTUAL PROPERTY RIGHTS

            6.7.1       The Business Intellectual Property constitutes all of
                        the Intellectual Property Rights (excluding any
                        Intellectual Property Rights that are in the public
                        domain) that are used in or necessary for the conduct of
                        Avensys Lab's Business as presently conducted. For the
                        purpose of Section 6 only, "BUSINESS INTELLECTUAL
                        PROPERTY" shall mean collectively all Intellectual
                        Property Rights owned by Avensys Lab (the "OWNED
                        INTELLECTUAL PROPERTY") or of which Avensys Lab is the
                        licensee or in which Avensys Lab has any right (other
                        than with respect to "off-the-shelf" software which is
                        generally commercially available to the public at retail
                        in which Avensys Lab is the licensee of such software)
                        (the "INBOUND LICENSED INTELLECTUAL PROPERTY").

                                       42
<PAGE>

            6.7.2       Section 6.7.2 of the Purchasers' Disclosure Schedule
                        sets forth a complete list of all Owned Intellectual
                        Property for which an application for registration or
                        issuance has been filed and/or for which a registration
                        or a notice of issuance has been delivered, including
                        the respective jurisdiction, registration and
                        application number. The registrations of all registered
                        Owned Intellectual Property are in full force and effect
                        with all maintenance or renewal fees or payments
                        relating thereto having been paid in a timely manner.
                        All applications to register Owned Intellectual Property
                        are proceeding normally and all prescribed fees have
                        been paid.

            6.7.3       Except as set forth in Section 6.7.3 and Section 6.7.4
                        of the Purchasers' Disclosure Schedule, Avensys Lab is
                        the sole legal and beneficial owner, unencumbered by any
                        liens, charges or encumbrances of any kind, of all Owned
                        Intellectual Property. Avensys Lab lawfully possesses
                        all technical information and know-how used in the
                        creation, development, support and maintenance of the
                        Avensys Lab's products and has not disclosed any such
                        confidential information and know-how to any third
                        party, except as necessary in the conduct of the Avensys
                        Lab's Business and such third parties always having been
                        bound by written, contractual confidentiality
                        obligations with respect to such confidential
                        information.

            6.7.4       The only licenses or other agreements under which
                        Avensys Lab was granted rights in the Inbound Licensed
                        Intellectual Property Rights are listed and described in
                        Section 6.7.4 of the Purchasers' Disclosure Schedule.
                        All such licenses are in full force and effect and there
                        is no material default in connection therewith.

            6.7.5       The only licenses or other agreements under which
                        Avensys Lab has granted to any Person rights in the
                        Business Intellectual Property (for the purpose of
                        Section 6 only, the "OUTBOUND LICENSED INTELLECTUAL
                        PROPERTY") are listed and described in Section 6.7.5 of
                        the Purchasers' Disclosure Schedule. Avensys Lab has not
                        granted any exclusive licenses to third parties to use
                        the Outbound Licensed Intellectual Property.

                                       43
<PAGE>

            6.7.6       No termination of any Avensys Lab license agreement in
                        respect of the Outbound Licensed Intellectual Property
                        (other than any expiration of the stated term thereof)
                        or loss or modification of rights of Avensys Lab
                        thereunder is pending or, to Avensys Lab's Knowledge,
                        threatened. There is no outstanding or, to Avensys Lab's
                        Knowledge, threatened dispute or disagreement with
                        respect to any license agreement in respect of the
                        Outbound Licensed Intellectual Property that reasonably
                        could be expected to materially affect any of the
                        respective rights and obligations of the parties
                        thereunder. The execution, delivery and performance by
                        Avensys Lab of this Agreement and the consummation of
                        the transactions contemplated hereby and thereby, will
                        not result in the loss or impairment of, or give rise
                        to, any right of any third party to terminate, reprice
                        or otherwise modify any rights or obligations of Avensys
                        Lab under any license agreement in respect of the
                        Outbound Licensed Intellectual Property.

            6.7.7       Except for the Persons listed in Section 6.7.7 of the
                        Purchasers' Disclosure Schedule, all employees and
                        contractors who are involved in the development of the
                        Owned Intellectual Property, (i) have assigned to and in
                        favour of Avensys Lab all Intellectual Property Rights
                        developed in connection with the Owned Intellectual
                        Property; and (ii) have waived their moral rights in
                        such Intellectual Property Rights. No former or present
                        employee or contractor of Avensys Lab claims or has
                        claimed to own any Intellectual Property Rights in the
                        Avensys Lab's products.

            6.7.8       To Avensys Lab's Knowledge, Avensys Lab is not making
                        unauthorized use of any confidential information or
                        trade secrets of any Person and, to Avensys Lab's
                        Knowledge, no employee or contractor of Avensys Lab is
                        violating or has violated any third party Intellectual
                        Property Rights or any confidentiality obligations
                        toward third parties undertaken by them or any of
                        Avensys Lab, other than as set forth in Section 6.7.8 of
                        the Purchasers' Disclosure Schedule.

            6.7.9       No source code of any software owned by Avensys Lab that
                        has been incorporated or embedded in any Avensys Lab's
                        products that comprise Avensys Lab's Business has been
                        licensed or otherwise disclosed to another Person other
                        than an escrow agent pursuant to the terms of a source
                        code escrow agreement in customary form, other than as
                        set forth in Section 6.7.9 of the Purchasers' Disclosure
                        Schedule. No software that has been incorporated or
                        embedded in any Avensys Lab's products that comprise
                        Avensys Lab's Business contains any code that is owned
                        by any third party, including any code that is licensed
                        pursuant to the provisions of any "open source" license
                        agreement, or any other license agreement that requires
                        source code be distributed or made available in
                        connection with the distribution of the licensed
                        software in object code form or that limits the amount
                        of fees that may be charged in connection with
                        sublicensing or distributing such licensed software,
                        other than as set forth in Section 6.7.9 of the
                        Purchasers' Disclosure Schedule.

                                       44
<PAGE>

            6.7.10      Except as disclosed in Section 6.7.10 of the Purchasers'
                        Disclosure Schedule: (i) Avensys Lab has not received
                        any notice alleging that the conduct of Avensys Lab's
                        Business infringes any third party Intellectual Property
                        Rights; (ii) Avensys Lab has not at any time been sued
                        or been the subject of a Claim, or been a defendant in
                        any Claim (other than one which has been finally settled
                        prior to the date hereof with no ongoing obligations)
                        that involves the infringement or alleged infringement
                        of any third party Intellectual Property Rights, and no
                        such Claims are pending or, to the Knowledge of Avensys
                        Lab, threatened; (iii) Avensys Lab has not made any
                        Claim of infringement of any of the Owned Intellectual
                        Property against any other Person; and (iv) to the
                        Knowledge of Avensys Lab, there is no infringement by
                        any other Person of any Business Intellectual Property.
                        None of the Owned Intellectual Property is subject to
                        any outstanding order, judgment, decree, stipulation or
                        agreement restricting the use thereof by Avensys Lab or
                        restricting the licensing thereof by Avensys Lab to any
                        Person. With the exception of those agreements entered
                        into with its customers, distributors and system
                        integrators, Avensys Lab has not entered into any
                        agreement to indemnify any other Person against any
                        charge of infringement of any Owned Intellectual
                        Property.

      6.8 ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS

            6.8.1       Avensys Lab, its operations, activities, equipment,
                        buildings, immoveables and the properties it owns,
                        leases, occupies or has the custody of, have at all time
                        been and are in compliance with all applicable
                        Environmental Laws and Health and Safety Laws.

            6.8.2       Avensys Lab has obtained and holds all permits,
                        certificates, licenses, certificates of authorization,
                        approvals, consent, registrations and other
                        authorizations required under applicable Environmental
                        Laws for its operations and activities (the
                        "ENVIRONMENTAL PERMITS"); each Environmental Permit is
                        valid and in force and the operations and activities of
                        Avensys Lab and Avensys Lab's Business are in compliance
                        with the conditions set out in the Environmental
                        Permits; to the Knowledge of Avensys Lab, there is no
                        grounds for revocation, change, expiry or annulment of
                        any Environmental Permits.

            6.8.3       Avensys Lab, and to the Knowledge of Avensys Lab, in
                        connection with its work, its employees, agents,
                        shareholders, directors and officers has never been
                        declared guilty of committing an offence for a violation
                        of Environmental Laws or Health and Safety Laws and has
                        never been imposed a fine or has never otherwise settled
                        such a prosecution.

                                       45
<PAGE>

            6.8.4       There are no Contaminants in, on or under the equipment,
                        buildings, immoveables or properties owned, leased,
                        occupied by or under the custody of Avensys Lab, the
                        presence of which constitutes a violation of applicable
                        Environmental Laws or Health and Safety Laws.

            6.8.5       Avensys Lab has not received any written or verbal
                        notice or request for information in the context of any
                        environmental or health and safety, federal, provincial,
                        regional or municipal investigation or inspection.

            6.8.6       Avensys Lab has not used and is not using Contaminants
                        and has not allowed and is not allowing Contaminants to
                        be used at any equipment, building, immoveable or
                        property owned, leased or occupied by or under the
                        custody of Avensys Lab, except in compliance with
                        Environmental Laws and Health and Safety Laws.

            6.8.7       Avensys Lab has not and does not Discharge or allow the
                        Discharge of Contaminants and to the Knowledge of
                        Avensys Lab, there is no Discharge of Contaminants on,
                        in, under, into, onto, from or outside the equipments,
                        buildings, immoveables or properties owned, leased,
                        occupied by or under the custody of Avensys Lab. All
                        Contaminants and other materials or substances disposed
                        of, treated, handled or stored at such equipments,
                        buildings, immoveables or properties have at all time
                        and are being disposed of, handled, treated and stored
                        in compliance with Environmental Laws and Health and
                        Safety Laws.

            6.8.8       There are no PCBs, asbestos, urea formaldehyde, methane,
                        ozone-depleting substances, lead-based paint, radon or
                        radioactive substances in, on or under the equipment,
                        buildings, immoveables or properties owned, leased or
                        occupied by or under the custody of Avensys Lab.

            6.8.9       There is no action, order, decision, directive,
                        declaration, decree, judgment, suit or proceeding,
                        pending or threatened, against Avensys Lab, or to the
                        Knowledge of Avensys Lab, its employees, agents,
                        shareholders, directors and officers, or involving
                        Avensys Lab or Avensys Lab's Business, by or before any
                        tribunal, commission, agency or any governmental entity
                        (including the Commission de la sante et de la securite
                        du travail, Environment Canada, Transport Canada,
                        Fisheries and Oceans Canada, the Ministry of the
                        Environment (Quebec) and the Ministry of Natural
                        Resources (Quebec)), and to the Knowledge of Avensys
                        Lab, there is no event or fact based on which such
                        action, order, decision, directive, declaration, decree,
                        judgment, suit or proceeding may be instituted.

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<PAGE>

      6.9 LITIGATION

            6.9.1       There are no Claims (including without limitation any
                        derivative proceeding on behalf of Avensys Lab) pending
                        or, to the Knowledge of Avensys Lab, threatened against
                        Avensys Lab, or the ability of Avensys Lab to consummate
                        the transactions contemplated hereunder, before or by
                        any federal, state, provincial, municipal or other
                        governmental court, department, commission, board,
                        bureau, agency or instrumentality, domestic or foreign,
                        whether or not insured, or which might involve the
                        possibility of any judgment or liability against Avensys
                        Lab.

            6.9.2       There are no (i) outstanding judgments, orders,
                        injunctions or decrees of any governmental authority or
                        arbitration tribunal against Avensys Lab, or (ii)
                        investigations by any governmental authority which are,
                        to the Knowledge of Avensys Lab, pending or threatened
                        against Avensys Lab, and which have or could have an
                        adverse effect on the ability of Avensys Lab to
                        consummate the transactions contemplated hereby or to
                        perform the obligations of Avensys Lab under this
                        Agreement.

      6.10 FEES

            Avensys Lab does not have 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 for which the Seller
            could become liable or obligated.

7. MANARIS' REPRESENTATIONS AND WARRANTIES

   Manaris represents and warrants to the Seller and the Preferred Holders that:

      7.1 ORGANIZATION

            Manaris is duly incorporated, organized and validly existing and in
            good standing under the Laws of its jurisdiction of incorporation.

      7.2 AUTHORITY

            7.2.1       Manaris has good and sufficient power, authority and
                        right to enter into and deliver this Agreement and to
                        complete the transactions contemplated hereby.

            7.2.2       This Agreement has been duly executed and delivered by
                        Manaris, and is a valid and binding obligation of
                        Manaris enforceable in accordance with its terms.

                                       47
<PAGE>

            7.2.3       Neither the entering into, the delivery of this
                        Agreement nor the completion of the transactions
                        contemplated hereby by Manaris will result in:

                        7.2.3.1     the violation of any of the provisions of
                                    the charter documents or by-laws of Manaris;

                        7.2.3.2     the violation of any agreement or other
                                    instrument to which Manaris is a party or by
                                    which it is bound;

                        7.2.3.3     the violation of any applicable law, rule,
                                    regulation, judgment, order or decree; or

                        7.2.3.4     a conflict with, breach of or creation of an
                                    event of default (or event that, with the
                                    giving of notice or lapse of time or both,
                                    would constitute an event of default) under,
                                    or an event which would give any party the
                                    right to accelerate any obligation under,
                                    any agreement, mortgage, license, lease,
                                    indenture, instrument, order, arbitration
                                    award, judgment or decree to which Manaris
                                    is a party or by which Manaris is bound or
                                    affected.

            7.2.4       All necessary corporate actions has been taken to
                        validly create and issue the Manaris Shares and to
                        register such Manaris Shares in the name of the Seller.

            7.2.5       Upon the consummation of the transaction contemplated by
                        this Agreement, the Manaris Shares will be validly
                        issued and outstanding as fully paid and non-assessable
                        shares of Manaris registered in the name of the Seller
                        and subject only to Manaris' compliance with Section
                        2.8.1, the Manaris Shares will be freely tradable on the
                        OTCBB.

            7.2.6       No consent, approval, waiver or authorization is
                        required to be obtained by Manaris from, and no notice
                        or filing is required to be given by Manaris to, or made
                        by Manaris with, any Person in connection with the
                        execution, delivery and performance by Manaris of this
                        Agreement, except as set forth in Section 2.8.1 and as
                        disclosed in Section 7.2.6 of the Purchasers' Disclosure
                        Schedule.

      7.3 SEC FILINGS

            Manaris has filed all reports required to be filed by Manaris and
            has publicly announced all material facts relating to Manaris as
            required under the Securities Act and the Exchange Act for the two
            (2) years preceding the date hereof. All such reports and public
            announcements comply in all material respects with the requirements
            of the Securities Act or the Exchange Act, as the case may be, and
            the rules and regulations thereunder as of the dates such reports
            were filed.

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<PAGE>

8. SURVIVAL OF AVENSYS, AVENSYS LAB AND MANARIS' REPRESENTATIONS AND WARRANTIES

All representations and warranties of Avensys, Avensys Lab and Manaris set forth
in Articles 5, 6 and 7 shall survive for a period of one year from the Closing
Date, except that representations and warranties fraudulently made shall survive
without limitation.

9. PREFERRED HOLDERS' REPRESENTATIONS AND WARRANTIES

Each of the Preferred Holders represents and warrants to the Purchaser that:

      9.1 ACCREDITED INVESTOR

            It is an "accredited investor" within the meaning of National
            Instrument 45-106 - Prospectus and Registration Exemptions published
            by the Canadian Securities Administrators such that one or more of
            the categories set forth in the form attached as Section 9.1 of the
            Seller's Disclosure Schedule correctly and in all respects describes
            it as so indicated by checking the box opposite each category on
            such form which so describes it, and it acknowledges that by
            executing this Agreement, it is certifying that the statements made
            by checking the appropriate accredited investor categories on such
            form are true and correct.

      9.2 GUARANTEE

            It has the capacity and power to carry out the undertakings set
            forth in Section 12.5.2 and all necessary actions or consents to
            authorize the performance of same have been taken or obtained.

      9.3 SURVIVAL

            The representations and warranties of the Preferred Holders set
            forth in Section 9.1 shall survive for a period of one year from the
            Closing Date, except that representations and warranties
            fraudulently made shall survive without limitation.

10. COVENANTS

      10.1 EMPLOYEES

            10.1.1      The Purchasers undertake to continue the employment on
                        and after the Closing Date of all of the employees who
                        are employed by the Seller in the Purchased Business and
                        all subcontractors whose names are listed in Section
                        10.1.1 of the Seller's Disclosure Schedule, except for
                        Michael Krebs and Dr. Francois Gonthier whose employment
                        and any employment agreements shall be terminated by the
                        Closing Date (the "TRANSFERRED EMPLOYEES"), the whole in
                        accordance with the Civil Code of Quebec.

                                       49
<PAGE>

            10.1.2      Notwithstanding the provisions of Section 10.1.1 of the
                        Seller's Disclosure Schedule, the Seller will continue
                        to be responsible for and will discharge, indemnify and
                        save the Purchasers harmless from and against all
                        obligations and liabilities resulting from (i) all
                        rights and entitlements, including wages, vacation pay,
                        employee benefits payment, severance pay, termination
                        pay, notice of termination of employment or pay in lieu
                        of such notice, damages for wrongful dismissal,
                        reinstatement rights for Michael Krebs and Dr Francois
                        Gonthier and (ii) wages, employee benefits payment and
                        vacation pay accrued up to the close of business on the
                        day immediately preceding the Closing Date in respect of
                        the Transferred Employees. The Purchasers assume and
                        will discharge all such obligations and liabilities
                        accruing after the close of business on the day
                        immediately preceding the Closing Date in respect of the
                        Transferred Employees.

      10.2 COVENANTS OF THE SELLERS

            10.2.1      The Seller shall ensure that the representations and
                        warranties of the Seller set forth in Article 3 are true
                        and correct at the Closing Date and that the conditions
                        of closing for the benefit of the Purchasers set forth
                        in Section 11.1 have been performed or complied with by
                        the Closing Date.

            10.2.2      The Seller shall permit the Purchasers, through their
                        agents and representatives, to make such reasonable
                        investigation prior to the Closing Date of the Assets
                        and of the Seller's financial and legal condition as the
                        Purchasers consider necessary or advisable to
                        familiarize themselves with the Assets and other matters
                        and the Seller shall supply any and all documents and
                        records of the Seller to the Purchasers and their agents
                        and representatives as they may reasonably require. Such
                        investigations and inspections shall not, however,
                        affect or mitigate the Seller's covenants,
                        representations and warranties hereunder which shall
                        continue in full force and effect.

            10.2.3      The Seller also hereby undertakes to grant reasonable
                        access to the Purchasers to all of the Assets located at
                        45, 55 and 65 Montpellier Street in Saint-Laurent. The
                        Purchasers shall be responsible to remove the Assets
                        from said location by May 31, 2006 and shall be liable
                        to the Seller for any Claim incurred by the Seller
                        directly as a result of the use of such premises or
                        removal of the Assets.

                                       50
<PAGE>

      10.3 COVENANTS OF AVENSYS, AVENSYS LAB AND MANARIS

            10.3.1      Each of Avensys, Avensys Lab and Manaris shall ensure
                        that the representations and warranties set out in
                        Articles 5, 6 and 7 are true and correct at the Closing
                        Date and that the conditions of closing for the benefit
                        of the Seller set out in Section 11.2 have been
                        performed or complied with by the Closing Date.

            10.3.2      Each of Avensys, Avensys Lab and Manaris shall permit
                        the Seller, through its agents and representatives, to
                        make such reasonable investigation prior to the Closing
                        Date of Avensys, Avensys Lab and Manaris as the Seller
                        considers necessary or advisable to familiarize itself
                        with Avensys, Avensys Lab and Manaris and Avensys,
                        Avensys Lab and Manaris shall supply any and all
                        documents and records of Avensys, Avensys Lab and
                        Manaris to the Seller and its agents and representatives
                        as they may reasonably require. Such investigations and
                        inspections shall not, however, affect or mitigate
                        Avensys, Avensys Lab and Manaris' covenants,
                        representations and warranties hereunder which shall
                        continue in full force and effect.

            10.3.3      The Preferred Holders will be entitled to nominate for a
                        period of three (3) years from the Closing Date one (1)
                        representative on the board of directors of Manaris,
                        which nominee shall be subject to Manaris' approval
                        which shall not be unreasonably withheld. Manaris shall
                        use its commercially reasonable best efforts to ensure
                        that such nominee is duly elected to its board.

            10.3.4      Manaris shall (i) make and keep current public
                        information available, as those terms are understood and
                        defined in Rule 144 under the Securities Act, at all
                        times after the effective date of the registration
                        statement filed by Manaris pursuant to Section 2.8.1;
                        and (ii) use commercially reasonable efforts to file
                        with the SEC in a timely manner all reports and other
                        documents required of Manaris under the Securities Act
                        and the Exchange Act.

            10.3.5      Avensys Lab shall make reasonably available to Seller
                        following the Closing Date, such Transferred Employees
                        and Dr. Francois Gonthier, if employed by the Seller, in
                        order to assist the Seller in the completion of all
                        reports and other documents necessary to obtain
                        investment and research and development tax credits up
                        to the Closing Date. For and in consideration of such
                        services, Avensys Lab and Seller shall agree on a fee
                        arrangement prior to the Closing Date.

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<PAGE>

      10.4 ACCESS TO BOOKS AND RECORDS AND FINANCIAL STATEMENTS

            Upon written request to the Purchasers, the Purchasers shall
            provide, both before and after the Closing Date, Manaris and its
            representatives with reasonable access to the books and records and
            financial statements of the Seller (before the Transaction) and all
            related files and information in the Seller's possession or in the
            work files of the auditors of the Purchasers as required to allow
            Manaris to prepare financial statements and to permit Manaris'
            auditors to render an opinion on such financial statements and to
            permit Manaris to comply with any filing or other requirement
            applicable under securities legislation.

11. CONDITIONS OF CLOSING

      11.1 Conditions for the benefit of the Purchasers

            11.1.1      The sale by the Seller and the purchase by the
                        Purchasers of the Assets is subject to the following
                        conditions which are for the exclusive benefit of the
                        Purchasers to be performed or complied with at or prior
                        to the Closing Date:

                        11.1.1.1    the representations and warranties of the
                                    Seller set forth in Article 3 shall be true
                                    and correct at the Closing Date with the
                                    same force and effect as if made at and as
                                    of such date;

                        11.1.1.2    the Seller shall have performed or complied
                                    with all of the terms, covenants and
                                    conditions of this Agreement to be performed
                                    or complied with by the Seller at or prior
                                    to the Closing Date;

                        11.1.1.3    the Purchasers shall be furnished with such
                                    certificates of the Seller or of officers of
                                    the Seller as the Purchasers or the
                                    Purchasers' counsel may reasonably think
                                    necessary in order to establish that the
                                    terms, covenants and conditions contained in
                                    this Agreement to have been performed or
                                    complied with by the Seller, at or prior to
                                    the Closing Date have been performed and
                                    complied with and that the representations
                                    and warranties of the Seller herein given
                                    are true and correct at the Closing Date;

                        11.1.1.4    there will have been obtained from all
                                    appropriate federal, provincial, municipal
                                    or other governmental or administrative
                                    bodies such other approvals or consents as
                                    are required to permit the change of
                                    ownership of the Assets contemplated hereby
                                    and to permit the Purchased Business to be
                                    carried on by the Purchasers as now
                                    conducted;

                                       52
<PAGE>

                        11.1.1.5    all necessary steps and proceedings will
                                    have been taken to permit the Assets to be
                                    duly and regularly transferred to and
                                    registered in the name of the Purchasers
                                    including obtaining the consents listed in
                                    Sections 3.8.3, 3.8.5 and 3.9.2 of the
                                    Seller's Disclosure Schedule to the
                                    assignment of the Purchased Agreements, the
                                    Equipment Leases and the Leases;

                        11.1.1.6    the absence of any material adverse change
                                    in the Purchased Business, financial
                                    conditions, prospects, assets or operations;

                        11.1.1.7    the absence of any material pending or
                                    threatened litigation involving the Seller,
                                    the Purchased Business or the transactions
                                    contemplated hereby;

                        11.1.1.8    there shall be a license agreement entered
                                    into between Avensys and Avensys Lab
                                    satisfactory to the parties;

                        11.1.1.9    there shall be a shareholders' agreement
                                    entered into between the shareholders of
                                    Avensys Lab satisfactory to the parties;

                        11.1.1.10   there shall be a sub-lease agreement entered
                                    into between Avensys and Avensys Lab with
                                    respect to the premises located at 400,
                                    Montpellier, Saint-Laurent, Quebec H4N 2G7;

                        11.1.1.11   the Seller shall have delivered to the
                                    Purchasers a favorable opinion of the
                                    Seller's counsel satisfactory to the
                                    Purchasers;

                        11.1.1.12   the Purchasers shall be provided with
                                    evidence of strike-off of any hypothec or
                                    charge on the Manufacturing Assets or the
                                    R&D Assets at the Registre des droits
                                    personnels et reels mobiliers; and

                        11.1.1.13   there shall be a start-up budget submitted
                                    for Avensys Lab which shall be to the
                                    satisfaction of the parties.

            11.1.2      In case any term or covenant of the Seller or condition
                        to be performed or complied with for the benefit of the
                        Purchasers at or prior to the Closing Date has not been
                        performed or complied with at or prior to the Closing
                        Date, the Purchasers, without limiting any other right
                        that the Purchasers have, may at their sole option
                        either:

                        11.1.2.1    rescind this Agreement by notice to the
                                    Seller, and in such event the Purchasers
                                    will be released from all obligations
                                    hereunder; or

                                       53
<PAGE>

                        11.1.2.2    waive compliance with any such term,
                                    covenant or condition in whole or in part on
                                    such terms as may be agreed upon without
                                    prejudice to any of its rights of rescission
                                    in the event of non-performance of any other
                                    term, covenant or condition in whole or in
                                    part;

                        and, if the Purchasers rescind this Agreement pursuant
                        to Section 11.1.2, the Seller will also be released from
                        all obligations hereunder unless the term, covenant or
                        condition for which the Purchasers have rescinded this
                        Agreement was one that the Seller had covenanted,
                        pursuant to this Agreement, to ensure had been performed
                        or complied with, in which event the Seller will be
                        liable to the Purchasers for any Claims incurred by the
                        Purchasers directly or indirectly as a result of such
                        breach.

      11.2 CONDITIONS FOR THE BENEFIT OF THE SELLER

            11.2.1      The sale by the Seller and the purchase by the
                        Purchasers of the Assets is subject to the following
                        condition which is for the exclusive benefit of the
                        Seller to be performed or complied with at or prior to
                        the Closing Date:

                        11.2.1.1    the representations and warranties of each
                                    of Avensys, Avensys Lab and Manaris set
                                    forth in Articles 5, 6 and 7 shall be true
                                    and correct at the Closing Date with the
                                    same force and effect as if made at and as
                                    of such date; and

                        11.2.1.2    the Purchasers and Manaris shall have
                                    performed or complied with all of the terms,
                                    covenants and conditions of this Agreement
                                    to be performed or complied with by the
                                    Purchasers and Manaris at or prior to the
                                    Closing Date;

                        11.2.1.3    the Seller shall be furnished with such
                                    certificates of the Purchasers or Manaris or
                                    of officers of Purchasers or Manaris as the
                                    Seller or the Seller's counsel may
                                    reasonably think necessary in order to
                                    establish that the terms, covenants and
                                    conditions contained in this Agreement to
                                    have been performed or complied with by the
                                    Purchasers and Manaris, at or prior to the
                                    Closing Date have been performed and
                                    complied with and that the representations
                                    and warranties of the Purchasers and Manaris
                                    herein given are true and correct at the
                                    Closing Date;

                        11.2.1.4    Avensys Lab and Manaris shall have obtained
                                    the approval of their respective board of
                                    directors for the issuance of the Avensys
                                    Lab Shares and the Manaris Shares
                                    respectively;

                        11.2.1.5    the consents listed in Sections 5.2.4, 6.2.6
                                    and 7.2.6 of the Purchasers' Disclosure
                                    Schedule shall have been obtained;

                        11.2.1.6    the absence of any material adverse change
                                    in the business, financial condition,
                                    prospects, assets or operations of Avensys,
                                    Avensys Lab or Manaris;

                                       54
<PAGE>

                        11.2.1.7    the absence of any material pending or
                                    threatened litigation involving the
                                    Purchasers or Manaris, Avensys' Business,
                                    Avensys Lab's Business or the transactions
                                    contemplated hereby;

                        11.2.1.8    the Seller, at its sole and absolute
                                    discretion, shall be satisfied with its due
                                    diligence investigation of the Purchasers
                                    and Manaris;

                        11.2.1.9    the Seller shall have obtained the written
                                    approval of this Agreement and the
                                    transactions contemplated thereby by special
                                    resolution of the shareholders of the
                                    Seller;

                        11.2.1.10   there shall be a license agreement entered
                                    into between Avensys and Avensys Lab
                                    satisfactory to the parties;

                        11.2.1.11   there shall be a shareholders' agreement
                                    entered into between the shareholders of
                                    Avensys Lab satisfactory to the parties;

                        11.2.1.12   there shall be a sub-lease agreement entered
                                    into between Avensys and Avensys Lab with
                                    respect to the premises located at 400,
                                    Montpellier, Saint-Laurent, Quebec H4N 2G7;

                        11.2.1.13   the Purchasers and Manaris shall have
                                    delivered to the Seller a favorable opinion
                                    of the counsel of the Purchasers and Manaris
                                    satisfactory to the Seller; and

                        11.2.1.14   there shall be a start-up budget submitted
                                    for Avensys Lab which shall be to the
                                    satisfaction of the parties.

            11.2.2      In case any term or covenant of the Purchasers or
                        Manaris or condition to be performed or complied with
                        for the benefit of the Seller at or prior to the Closing
                        Date has not been performed or complied with at or prior
                        to the Closing Date, the Seller, without limiting any
                        other right that the Seller has, may at its sole option
                        either:

                        11.2.2.1    rescind this Agreement by notice to the
                                    Purchasers and Manaris, and in such event
                                    the Seller will be released from all
                                    obligations hereunder; or

                        11.2.2.2    waive compliance with any such term,
                                    covenant or condition in whole or in part on
                                    such terms as may be agreed upon without
                                    prejudice to any of its rights of rescission
                                    in the event of non-performance of any other
                                    term, covenant or condition in whole or in
                                    part;

                                       55
<PAGE>

                        and, if the Seller rescinds this Agreement pursuant to
                        Section 11.2.2, the Purchasers will also be released
                        from all obligations hereunder unless the term, covenant
                        or condition for which the Seller has rescinded this
                        Agreement was one that the Purchasers or Manaris had
                        covenanted, pursuant to this Agreement, to ensure had
                        been performed or complied with, in which event the
                        Purchasers and Manaris will be liable to the Seller for
                        any Claims incurred by the Seller directly or indirectly
                        as a result of such breach.

12. INDEMNIFICATION

      12.1 INDEMNIFICATION BY THE SELLER

            12.1.1      Regardless of any investigation made at any time by or
                        on behalf of each of the Purchasers or any information
                        each of the Purchasers or any of its directors,
                        officers, employees representatives, agents, attorneys,
                        accountants, consultants or affiliates (the "PERSONNEL")
                        may have, and provided that the Purchasers provide the
                        Seller with a written notice of its Claim for
                        indemnification on or prior to the expiration of the
                        applicable survival period set forth in this Agreement,
                        the Seller shall indemnify, defend and hold the
                        Purchasers harmless from and against any Adverse
                        Consequences arising out of, resulting from, or relating
                        to any of the following (and whether or not pursuant to
                        a Claim by a third party or a loss, cost, liability or
                        obligation suffered by either of the Purchasers
                        directly):

                        12.1.1.1    any violation, contravention or breach of
                                    any term, provision, covenant, agreement or
                                    obligation of the Seller under this
                                    Agreement; or

                        12.1.1.2    any inaccuracy or misrepresentation in, or
                                    breach of, any representation or warranty
                                    made by the Seller under this Agreement, the
                                    Seller's Disclosure Schedule or in any
                                    certificate delivered pursuant to this
                                    Agreement; or

                        12.1.1.3    any Excluded Liabilities.

            12.1.2      Save and except where there may be an actual conflict of
                        interest, the Preferred Holders shall appoint a single
                        legal counsel to represent them in any proceedings
                        brought against any of them pursuant to Section 12.1.1.

      12.2 INDEMNIFICATION BY AVENSYS, AVENSYS LAB OR MANARIS

                                       56
<PAGE>

            12.2.1      Regardless of any investigation made at any time by or
                        on behalf of the Seller or the Preferred Holders or any
                        information the Seller or the Preferred Holders or any
                        of their respective Personnel may have and provided that
                        the Seller or the Preferred Holders provides Avensys,
                        Avensys Lab or Manaris, as the case may be, with a
                        written notice of its claim for indemnification on or
                        prior to the expiration of any applicable survival
                        period set forth in this Agreement, Avensys, Avensys Lab
                        and Manaris shall solidarily indemnify and hold the
                        Seller, the Preferred Holders and their respective
                        Personnel harmless from and against any Adverse
                        Consequences arising out of, resulting from, or relating
                        to any of the following (and whether or not pursuant to
                        a Claim by a third party or a loss, cost, liability or
                        obligation suffered by the Seller or a Preferred Holder
                        directly):

            12.2.2      any violation, contravention or breach of any term,
                        provision, covenant, agreement, or obligation of
                        Avensys, Avensys Lab or Manaris under this Agreement; or

            12.2.3      any inaccuracy or misrepresentation in, or breach of,
                        any representation or warranty made by Avensys, Avensys
                        Lab or Manaris, as the case may be, under this Agreement
                        or in any certificate delivered pursuant to this
                        Agreement.

      12.3 MATTERS INVOLVING THIRD PARTIES

            The obligations of the Seller, Avensys, Avensys Lab and Manaris
            under this Article 12, in the case of any Claim by a third party,
            are conditional upon the party that is otherwise entitled to be
            indemnified (the "INDEMNITEE") giving prompt notice to the other
            (including, in the case of a Claim for indemnification against
            Seller, of concurrent notice thereof to the Preferred Holders) (the
            "INDEMNITOR") of such Claim and permitting the Indemnitor at its
            expense to participate in all negotiations relating thereto, to
            assume the defence of any action or proceeding relating thereto and
            to determine (with the Indemnitee, acting reasonably) whether any
            settlement should be made with respect thereto; provided that if, in
            the sole opinion of the Indemnitee, the interests of the Indemnitee
            are different from those of the Indemnitor in connection with such
            Claim, the Indemnitee will have the right, at the Indemnitor's
            expense, to defend its own interests provided that any settlement of
            such Claim is on terms and conditions approved by the Indemnitor,
            acting reasonably. If the Indemnitor does not defend any Claim, or
            give notice of its intention to so defend within thirty (30) days of
            notice of claim by the Indemnitee under this Section 12.3, the
            Indemnitee will have the right to do so on its own behalf and on
            behalf of the Indemnitor at the expense of the Indemnitor.

      12.4 DE MINIMUS LIABILITY

            Subject to the provisions of Section 12.5 herein, the obligation of
            a party to indemnify another pursuant to this Article 12 shall be
            applicable only to the extent that the party seeking indemnification
            has one or more Claims exceeding in the aggregate $25,000.

                                       57
<PAGE>

      12.5 SELLER'S MAXIMUM LIABILITY

            12.5.1      The parties agree that the liability of the Seller and
                        Preferred Holders pursuant to Section 12.1, Section
                        12.5.2 and any other claim hereunder shall not exceed
                        $3,750,000 and that, in the event of any Claim in
                        respect thereof, the Seller and/or the Preferred Holders
                        shall be entitled to obtain a release of any amount owed
                        by them:

                        12.5.1.1    firstly, by surrendering to Manaris any
                                    number of Manaris Shares;

                        12.5.1.2    secondly, by reducing the price of the Put
                                    Option (as this term is defined in the
                                    Shareholder Agreement) which may be
                                    exercised by the Preferred Holders in
                                    accordance with Section 4.13 of the
                                    Shareholder Agreement; and

                        12.5.1.3    thirdly by surrendering to the Purchasers
                                    any number of Avensys Lab Shares, or, if
                                    surrender of Avensys Lab Shares would in the
                                    opinion of the Company, imperil the
                                    Company's qualification for research and
                                    development tax credits, from cash forming
                                    part of the Manufacturing Assets Purchase
                                    Price received by the Seller including any
                                    cash amount received from the sale of
                                    Manaris Shares by the Preferred Holders.

                        Notwithstanding the above, in the event that the
                        Preferred Holders do not exercise the Put Option (as
                        this term is defined in the Shareholder Agreement)
                        within the Permitted Window (as this term is defined in
                        the Shareholder Agreement), any payment of any Claim by
                        a reduction in the Put Option price in accordance with
                        Section 12.5.1.2 shall be null and without effect and
                        the Purchasers shall be entitled to payment of the Claim
                        in accordance with Sections 12.5.1.1 and 12.5.1.3.

                        The amounts of the release received pursuant to the
                        surrendering of Manaris Shares or Avensys Lab Shares
                        shall be determined on the basis of the issuing price
                        per Manaris Share or Avensys Lab Share, as the case may
                        be, determined in Section 2.4 hereof.

            12.5.2      The Preferred Holders, on a non solidary basis (ie.
                        severally and not jointly and severally), irrevocably
                        and unconditionally, guarantee to the Purchasers and
                        Manaris the payment of any and all indemnity due to the
                        Purchasers or Manaris, as the case may be, in accordance
                        with Section 12.5.1, in the proportions set forth in
                        Section 2.4.3.

                                       58
<PAGE>

      12.6 MAXIMUM LIABILITY OF AVENSYS, AVENSYS LAB AND MANARIS

            The parties agree that the liability of Avensys, Avensys Lab and
            Manaris for indemnification pursuant to Section 12.2 shall not
            exceed the following amounts:

            12.6.1      for Avensys and Avensys Lab, $2,000,0000 in the
                        aggregate;

            12.6.2      for Manaris, $1,000,000 less any amount in cash paid by
                        Manaris pursuant to Section 2.8.3.

      12.7 CONSEQUENTIAL DAMAGES

            Neither party shall be liable for indirect, incidental, special,
            consequential damages or punitive or exemplary losses, damage or
            expenses of any kind or for amounts for business interruption, loss
            of income, lost profits, lost data or lost savings or any other
            commercial or economic loss of any kind arising out of or relating
            to such party's performance or failure to perform under this
            Agreement, even if it has been advised of their possible existence,
            or even if same were reasonably foreseeable.

13. GENERAL

      13.1 FURTHER ASSURANCES

            The Seller and the Purchasers shall from time to time execute and
            deliver all such further documents and instruments and do all acts
            and things as the other party may, either before or after the
            Closing Date, reasonably require to effectively carry out or better
            evidence or perfect the full intent and meaning of this Agreement.

      13.2 TIME OF THE ESSENCE

            Time shall be of the essence of this Agreement.

      13.3 COMMISSIONS

            The Seller and the Purchasers agree to indemnify and save harmless
            one another from and against any claims whatsoever for any
            commission or other remuneration payable or alleged to be payable to
            any person in respect of the transactions contemplated herein,
            whether such person purports to act or have acted for the Seller or
            the Purchasers in connection with the transactions contemplated
            herein.

      13.4 PROFESSIONAL FEES

            Each of the parties hereto shall pay their respective legal and
            accounting and other professional costs and expenses incurred in
            connection with the preparation, execution and delivery of this
            Agreement and all documents and instruments executed pursuant hereto
            and any other costs and expenses whatsoever and howsoever incurred,
            including in connection with any post-closing matters.

                                       59
<PAGE>

      13.5 PUBLIC ANNOUNCEMENTS

            No public announcement or press release concerning the existence of
            this Agreement, the contents hereof or the transactions contemplated
            hereby shall be made by the Seller or the Purchasers without the
            prior written consent and joint approval of the Seller, the
            Purchasers and Manaris (except as required pursuant to applicable
            Laws including Manaris' disclosure obligations under securities
            legislation).

      13.6 BENEFIT OF THE AGREEMENT

            This Agreement shall inure to the benefit of and be binding upon the
            respective heirs, executors, administrators, personal
            representatives, successors and permitted assigns of the parties
            hereto.

      13.7 ENTIRE AGREEMENT

            This Agreement constitutes the entire agreement between the parties
            hereto with respect to the subject matter hereof and cancels and
            supersedes any prior understandings and agreements between the
            parties hereto with respect thereto, including the Letter of Intent
            dated February 13, 2006. There are no representations, warranties,
            terms, conditions, undertakings or collateral agreements, express,
            implied or statutory, between the parties other than as expressly
            set forth in this Agreement.

      13.8 AMENDMENTS AND WAIVER

            No modification of or amendment to this Agreement shall be valid or
            binding unless set forth in writing and duly executed by the parties
            hereto and no waiver of any breach of any term or provision of this
            Agreement shall be effective or binding unless made in writing and
            signed by the parties entitled to waive the same.

      13.9 ASSIGNMENT

            This Agreement may not be assigned by a party hereto without the
            prior written consent of the other parties hereto.

      13.10 NOTICES

            Any demand, notice or other communication to be given in connection
            with this Agreement shall be given in writing and shall be given by
            personal delivery, by registered mail or by electronic means of
            communication addressed to the recipient as follows:

                                       60
<PAGE>

            TO AVENSYS, AVENSYS LAB AND MANARIS:

            AVENSYS INC.
            880, Selkirk
            Pointe-Claire, Quebec
            H9R 3S3
            Attention: Mr. Martin d'Amours, President and Chief Executive
            Officer

            Telecopier: (514) 428-1433

            AVENSYS LABORATORIES INC.
            247, boulevard Thibeau
            Trois-Rivieres, Quebec
            G8T 6X9
            Attention: Mr. Hassan Kassi, President

            Telecopier: (514) 428-1433

            MANARIS CORPORATION
            1155 Rene-Levesque, Suite 2720
            Montreal, Quebec
            H3B 2K8
            Attention: Mr. John G. Fraser, Chief Executive Officer

            Telecopier: (514) 847-4870

            with a required copy to (but which shall not constitute notice to
            the Purchasers or Manaris):

            McCarthy Tetrault LLP
            Suite 2500
            1000 de La Gauchetiere Street West
            Montreal, Quebec
            H3B 0A2
            Attention:  Sonia Struthers

            Telecopier: (514) 875-6246


                                       61
<PAGE>

            TO THE SELLER, C/O THE PREFERRED HOLDERS AT THE RESPECTIVE ADDRESSES
            SET OUT BELOW.

            with a required copy to (but which shall not constitute notice to
            the Seller):

            Ogilvy Renault LLP
            1981 McGill College Avenue
            Suite 1100
            Montreal, Quebec
            H3A 3C1
            Attention:  Gino Martel

            Telecopier: (514) 286-5474


            TO THE PREFERRED HOLDERS:

            INVESTISSEMENT TECHNOLOGIE (3599) INC.
            600, de la Gauchetiere West
            Suite 1500
            Montreal, Quebec, Canada
            H3B 4L8
            Attention: Corporate Secretary

            Telecopier: (514) 395-8055

            ONTARIO TEACHERS' PENSION PLAN
            5650 Yonge Street
            Toronto, Ontario, Canada
            M2M 4H5
            Attention:  Rosemary Zigrossi, Vice President, Venture Capital

            Telecopier:  (416) 730-5082

            with a copy to the General Counsel:

            Telecopier:  (416) 730-3771

            CELTIC HOUSE VENTURE PARTNERS FUND IIA LP
            303 Terry Fox Drive
            Suite 120
            Kanata, Ontario, Canada
            K2K 3J1
            Attention:  David Adderley, Partner and Chief Operating Officer

            Telecopier: (613) 271-2025

                                       62
<PAGE>

            GTI V LIMITED PARTNERSHIP
            255 Saint-Jacques Street
            2nd Floor
            Montreal, Quebec, Canada
            H2Y 1M6
            Attention:  General Partner

            Telecopier:  (514) 845-3810

            GTI V (NR) LIMITED PARTNERSHIP
            255 Saint-Jacques Street
            2nd Floor
            Montreal, Quebec, Canada
            H2Y 1M6
            Attention:  General Partner

            Telecopier:  (514) 845-3810

            BAY TECH VENTURE CAPITAL GMBH & CO. KG.
            Brienner Strasse 24
            80333, Munich, Germany
            Attention:  Limited Managing Partner

            Telecopier:  +49 89 2171 26130

            or to such other address, individual or electronic communication
            number as may be designated by notice given by a party to the
            others. Any demand, notice or other communication given by personal
            delivery shall be conclusively presumed to have been given on the
            day of actual delivery thereof and, if given by registered or
            certified mail, on the third Business Day following the deposit
            thereof in the mail and, if given by electronic communication, on
            the day of successful transmittal thereof if given during the normal
            business hours of the recipient and on the Business Day during which
            such normal business hours next occur if not given during such hours
            on any day. If the party giving any demand, notice or other
            communication knows or ought reasonably to have known of any
            difficulties with the postal system which might affect the delivery
            of mail, any such demand, notice or other communication shall not be
            mailed but shall be given by personal delivery or by electronic
            communication.

      13.11 GOVERNING LAW

            This Agreement shall be governed by and construed in accordance with
            the laws of the Province of Quebec and the laws of Canada applicable
            therein.

                                       63
<PAGE>

      13.12 JURISDICTION

            The courts of the Province of Quebec have non-exclusive jurisdiction
            with respect to any action or dispute arising under this Agreement.
            The Seller, the Preferred Holders, the Purchasers and Manaris each
            attorns to the non-exclusive jurisdiction of the courts of the
            Province of Quebec.

      13.13 AGENT FOR SERVICE

            The Preferred Holders irrevocably appoint Ogilvy Renault LLP to be
            their agent for the receipt of service of process in Quebec. The
            Preferred Holders agree that any service document may be effectively
            served on them in connection with proceedings in Quebec by service
            on their agent.

      13.14 COUNTERPARTS

            This Agreement may be executed in one or more counterparts, each of
            which shall be deemed and original but all of which together shall
            constitute one and the same instrument.

      13.15 DELIVERY AND ACCEPTANCE

            The parties shall be entitled to rely on delivery by facsimile
            machine of an executed copy of this Agreement and acceptance by a
            party of such facsimile copy shall be equally effective to create a
            valid and binding agreement between each of the parties in
            accordance with the terms hereof.







                                       64
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
referred to above.


                                    AVENSYS INC.


                                    By:    /s/ Martin d'Amours
                                           -------------------
                                           Martin d'Amours,
                                           President and Chief Executive Officer


                                    AVENSYS LABORATORIES INC.


                                    By:    /s/ Hassan Kassi
                                           ----------------
                                           Hassan Kassi,
                                           President


                                    ITF OPTICAL TECHNOLOGIES INC.


                                    By:    /s/ Michael Krebs
                                           -----------------
                                           Michael Krebs,
                                           President and Chief Executive Officer


                                    MANARIS CORPORATION


                                    By:    /s/ John G. Fraser
                                           ------------------
                                           John G. Fraser,
                                           Chief Executive Officer


                                    INVESTISSEMENT TECHNOLOGIE (3599) INC.


                                    By:    /s/ Jean Rocheleau
                                           ------------------
                                           Name:  Jean Rocheleau
                                           Title: Vice President

                                    By:    /s/ Michel Sainte-Marie
                                           -----------------------
                                           Name:  Michel Sainte-Marie
                                           Title: Secretaire Adjoint

                                       65
<PAGE>

                                    ONTARIO TEACHERS' PENSION PLAN


                                    By:    /s/ Rosemary Zigrossi
                                           ---------------------
                                           Name:  Rosemary Zigrossi
                                           Title: Vice President, Venture
                                                  Capital


                                    CELTIC HOUSE VENTURE PARTNERS FUND IIA LP
                                    BY CELTIC HOUSE  GENERAL  PARTNER (FUND IIA)
                                    INC.,  ITS GENERAL PARTNER


                                    By:    /s/ David Adderley
                                           ------------------
                                           David Adderley
                                           Partner and Chief Operating Officer


                                    GTI V LIMITED PARTNERSHIP
                                    BY GTI V INC., ITS GENERAL PARTNER


                                    By:    /s/ Roger Jenkins
                                           -----------------
                                           Name:  Roger Jenkins
                                           Title: Senior General Partner

                                    GTI V (NR) LIMITED PARTNERSHIP
                                    BY GTI V (NR) INC., ITS GENERAL PARTNER


                                    By:    /s/ Roger Jenkins
                                           -----------------
                                           Name:  Roger Jenkins
                                           Title: Senior General Partner


                                    BAY TECH VENTURE CAPITAL GMBH & CO. KG


                                    By:    /s/ Jude S. Ngu'Ewodo
                                           -------------------------------------
                                            Name: Jude S. Ngu'Ewodo
                                            Title: Partner