Exhibit
      10.1


    PATENT
      PURCHASE AGREEMENT

    


    This
      PATENT PURCHASE AGREEMENT (this “Agreement”)
      is
      entered into, as of the Effective Date (defined below), by and between Wegener
      Communications, Inc., a Delaware corporation, with an office at 11350 Technology
      Circle, Duluth, GA 30097 (“Seller”)
      and
      EPAX Consulting Limited Liability Company, a Delaware limited liability company,
      with an address at 2711 Centerville Road, Suite 400, Wilmington, DE 19808
      (“Purchaser”).
      The
      parties hereby agree as follows:

     

    1. Background

    


    1.1
       Seller
      owns certain provisional patent applications, patent applications, patents,
      and/or related foreign patents and applications.

    


    1.2
       Seller
      wishes to sell to Purchaser all right, title, and interest in such patents
      and
      applications and the causes of action to sue for infringement thereof and other
      enforcement rights.

    


    1.3
       Purchaser
      wishes to purchase from Seller all right, title, and interest in the Assigned
      Patent Rights (defined below), free and clear of any restrictions, liens,
      claims, and encumbrances.

     

    2.
       Definitions

    


    “Abandoned
      Assets”
means
      those specific provisional patent applications, patent applications, patents
      and
      other governmental grants or issuances listed on Exhibit
      C
      (as such
      list may be updated based on Purchaser’s review pursuant to paragraph
      3.1).

    


    “Assigned
      Patent Rights”
means
      the Patents and the additional rights set forth in paragraph 4.2.

    


    “Assignment
      Agreements”
means
      the agreements assigning ownership of the Assigned Patent Rights and the
      Abandoned Assets from the inventors and/or prior owners to Seller. 

    


    “Common
      Interest Agreement”
means
      an agreement, in the form set forth on Exhibit
      E,
      setting
      forth the terms under which Seller and Purchaser will protect certain
      information relating to the Patents under the common interest
      privilege.

    


    “Docket”
means
      Seller’s or its agents’ list or other means of tracking information relating to
      the prosecution or maintenance of the Patents throughout the world, including,
      without limitation, the names, addresses, email addresses, and phone numbers
      of
      prosecution counsel and agents, and information relating to deadlines, payments,
      and filings, which list or other means of tracking information is current as
      of
      the Effective Date.

    


    “Effective
      Date”
means
      the date set forth as the Effective Date on the signature page of this
      Agreement.

    

      “Executed
        Assignments”
means
        both the executed and notarized Assignment of Patent Rights in Exhibit
        B,
        the
        executed Assignment of Rights in Certain Assets in Exhibit
        C,
        each as
        signed by a duly authorized representative of Seller, and the additional
        documents Seller may be required to execute and deliver under paragraph
        5.3.

    


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    

     

    
      “Live
        Assets”
means
        the provisional patent applications, patent applications, and patents listed
        on
Exhibits
        A and/or
        B
        (as such
        lists may be updated based on Purchaser’s review pursuant to paragraph
        3.1).

       

    

    “Patents”
means,
      excluding the Abandoned Assets, all (a) Live Assets; (b) patents or patent
      applications (i) to which any of the Live Assets directly or indirectly claims
      priority, (ii) for which any of the Live Assets directly or indirectly forms
      a
      basis for priority, and/or (iii) that were co-owned applications that
      incorporate by reference, or are incorporated by reference into, the Live Assets
      (excluding patent [XXXX]*);
      (c)
      reissues, reexaminations, extensions, continuations, continuations in part,
      continuing prosecution applications, requests for continuing examinations,
      divisions, and registrations of any item in any of the foregoing categories
      (a)
      and (b); (d) foreign patents, patent applications and counterparts relating
      to
      any item in any of the foregoing categories (a) through (c), including, without
      limitation, certificates of invention, utility models, industrial design
      protection, design patent protection, and other governmental grants or
      issuances; and (e) any items in any of the foregoing categories (b) through
      (d)
      whether or not expressly listed as Live Assets and whether or not claims in
      any
      of the foregoing have been rejected, withdrawn, cancelled, or the
      like.

    


    “Primary
      Warranties”
means,
      collectively, the representations and warranties of Seller set forth in
      paragraphs 6.1, 6.2, 6.3, 6.4, and 6.5 hereof.

    


    “Prosecution
      History Files”
means
      all files, documents and tangible things, as those terms have been interpreted
      pursuant to rules and laws governing the production of documents and things,
      constituting, comprising or relating to the investigation, evaluation,
      preparation, prosecution, maintenance, defense, filing, issuance, registration,
      assertion or enforcement of the Patents.

    


    “Transmitted
      Copy”
has
      the
      meaning set forth in paragraph 8.12.

     

    3.
       Transmittal,
      Review, Closing Conditions and Payment

    


    3.1
       Transmittal.
      Within
      twenty (20) calendar days following the later of the Effective Date or the
      date
      Purchaser receives a Transmitted Copy of this Agreement executed by Seller,
      Seller will send to Purchaser, or its legal counsel, the items identified on
      Exhibit
      D
      (the
“Initial
      Deliverables”);
      provided, however, the Common Interest Agreement will not be required to be
      executed on behalf of the Seller if there are no pending patent applications
      included in the Patents. Seller acknowledges and agrees that Purchaser may
      request, and Seller will promptly deliver to Purchaser or its legal counsel,
      as
      directed by Purchaser, additional documents based on Purchaser’s review of the
      Initial Deliverables (such additional documents and the Initial Deliverables
      are, collectively, the “Deliverables”),
      and
      that as a result of Purchaser’s review, the lists of Live Assets on Exhibits
      A and B and
      the
      list of Abandoned Assets on Exhibit
      C,
      may be
      revised by Purchaser, with mutual agreement of Seller (evidenced by one or
      more
      Executed Assignments), both before and after the Closing to conform these lists
      to the definition of Patents (and these revisions may therefore require the
      inclusion of additional provisional patent applications, patent applications,
      and patents on Exhibit
      A
      and
B
      or
Exhibit
      C).
      To the
      extent any of the Live Assets are removed for any reason, the payment in
      paragraph 3.4 may be reduced by mutual agreement of the parties. If originals
      of
      the Deliverables are not available and delivered to Purchaser prior to Closing,
      Seller will cause (i) such originals of the Deliverables to be sent to Purchaser
      or Purchaser’s representative promptly if and after such originals are located
      and (ii) Seller will deliver to Purchaser a declaration, executed under penalty
      of perjury, detailing Seller’s efforts to locate such unavailable original
      documents and details regarding how delivered copies were obtained.

    


    *Filed
      under an application for confidential treatment.

    


    
      
        
        

      

      
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          2

        
          

        

      

      
        
        

      

    

     

    3.2
       Closing.
      The
      closing of the sale of the Assigned Patent Rights and the assignment of the
      Abandoned Assets hereunder will occur when all conditions set forth in paragraph
      3.3 have been satisfied or waived and the payment set forth in paragraph 3.4
      is
      made (the “Closing”).
      Purchaser and Seller will use reasonable efforts to carry out the Closing within
      sixty (60) calendar days following the later of the Effective Date or the date
      on which the last of the Deliverables was received by Purchaser.

    


    3.3
       Closing
      Conditions.
      The
      following are conditions precedent to Purchaser’s obligation to make the payment
      in paragraph 3.4.

    


    
      	 	
              (a)
                

            	
              Signature
                by Seller.
                Seller timely executed this Agreement and delivered a Transmitted
                Copy of
                this Agreement to Purchaser’s representatives by not later than May 28,
                2008 at 5:00 p.m., Pacific time and promptly delivered two (2) executed
                originals of this Agreement to Purchaser’s
                representatives.

            


    

    


    
      	 	
              (b)
                

            	
              Transmittal
                of Documents.
                Seller delivered to Purchaser all the
                Deliverables.

            


    

    


    
      	 	
              (c)
                

            	
              Compliance
                With Agreement.
                Seller performed and complied in all respects with all of the obligations
                under this Agreement that are to be performed or complied with by
                it on or
                prior to the Closing.

            


    

    


    
      	 	
              (d)

            	
              Representations
                and Warranties True.
                Purchaser is satisfied that, as of the Effective Date and as of the
                Closing, the representations and warranties of Seller contained in
                Section
                6 are true and correct.

            


    

    


    
      	 	
              (e)
                

            	
              Patents
                Not Abandoned.
                Purchaser is satisfied that, as of the Effective Date and as of the
                Closing, none of the assets that are included in the Patents have
                expired,
                lapsed, been abandoned, or deemed
                withdrawn.

            


    

    


    
      	 	
              (f)
                

            	
              Delivery
                of Executed Assignments.
                Seller caused the Executed Assignments to be delivered to Purchaser’s
                representatives.

            


    

    


    3.4
       Payment.
      At
      Closing, Purchaser will pay to Seller the amount of One Million Seventy Five
      Thousand U.S. Dollars (US $1,075,000) by wire transfer. Prior to Closing, Seller
      will furnish Purchaser with all necessary information to make a wire transfer
      to
      a designated bank account of Seller. Purchaser may record the Executed
      Assignments with the applicable patent offices only on or after
      Closing.

    


    3.5
       Termination
      and Survival.
      In the
      event all conditions to Closing set forth in paragraph 3.3 are not met within
      ninety (90) days following the Effective Date, Purchaser will have the right
      to
      terminate this Agreement by written notice to Seller. Upon termination,
      Purchaser will return all documents delivered to Purchaser under this Section
      3
      to Seller. The provisions of Section 8 will survive any
      termination.

    


    4.
       Transfer
      of Patents and Additional Rights

    


    4.1
       Assignment
      of Patents.
      Upon
      the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser
      all right, title, and interest in and to the Assigned Patent Rights. Seller
      understands and acknowledges that, if any of the Patents are assigned to
      Seller’s affiliates or subsidiaries, Seller may be required prior to the Closing
      to perform certain actions to establish that Seller is the assignee and to
      record such assignments. On or before Closing, Seller will execute and deliver
      to Purchaser the Assignment of Patent Rights in the form set forth in
Exhibit
      B
      (as may
      be updated based on Purchaser’s review pursuant to paragraph
      3.1).


    
      
        
        

      

      
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          3

        
          

        

      

      
        
        

      

    


    4.2
       Assignment
      of Additional Rights.
      Upon
      the Closing, Seller hereby also sells, assigns, transfers, and conveys to
      Purchaser all right, title and interest in and to all

    


    
      	 	
              (a)
                

            	
              inventions,
                invention disclosures, and discoveries described in any of the Patents
                or
                Abandoned Assets that (i) are included in any claim in the Patents
                or
                Abandoned Assets, (ii) are subject matter capable of being reduced
                to a
                patent claim in a reissue or reexamination proceedings brought on
                any of
                the Patents or Abandoned Assets, and/or (iii) could have been included
                as
                a claim in any of the Patents or Abandoned
                Assets;

            


    

    


    
      	 	
              (b)
                

            	
              rights
                to apply in any or all countries of the world for patents, certificates
                of
                invention, utility models, industrial design protections, design
                patent
                protections, or other governmental grants or issuances of any type
                related
                to any of the Patents and the inventions, invention disclosures,
                and
                discoveries therein;

            


    

    


    
      	 	
              (c)
                

            	
              causes
                of action (whether known or unknown or whether currently pending,
                filed,
                or otherwise) and other enforcement rights under, or on account of,
                any of
                the Patents and/or the rights described in subparagraph 4.2(b), including,
                without limitation, all causes of action and other enforcement rights
                for
                (i) damages, (ii) injunctive relief, and (iii) any other remedies
                of any
                kind for past, current and future infringement;
                and

            


    

    


    
      	 	
              (d)
                

            	
              rights
                to collect royalties or other payments under or on account of any
                of the
                Patents and/or any of the
                foregoing.

            


    

    


    4.3
       Assignment
      of Rights in Certain Assets.
      Upon
      the Closing, Seller hereby sells, assigns, transfers, and conveys to Purchaser
      all of Seller’s right, title, and interest in and to the Abandoned Assets. On or
      before Closing, Seller will execute and deliver to Purchaser the Assignment
      of
      Certain Rights in the form set forth in Exhibit
      C
      (as may
      be updated based on Purchaser’s review pursuant to paragraph 3.1).

    


    4.4
       License
      Back to Seller under Patents.
      Upon
      the Closing, Purchaser hereby grants to Seller, under the Patents, and for
      the
      lives thereof, a royalty-free, non-exclusive, non-sublicensable, right and
      license (“Seller
      License”)
      to
      practice the methods and to make, have made, use, distribute, lease, sell,
      offer
      for sale, import, export, develop and otherwise dispose of and exploit any
      Seller products covered by the Patents (“Covered
      Products”).
      The
      Seller License shall apply to the reproduction and subsequent distribution
      of
      Covered Products under Seller’s trademarks and brands, in substantially
      identical form as they are distributed by the Seller, by authorized agents
      of
      the Seller such as a distributor, replicator, VAR or OEM. The Seller
      acknowledges and agrees that the Seller License is not intended to cover foundry
      or contract manufacturing activities that the Seller may undertake on behalf
      of
      any person that is not the Seller. As a result, Covered Products shall exclude
      any products or services manufactured, produced or provided by the Seller on
      behalf of any person that is not the Seller (a) from designs received in
      substantially completed form from a source other than the Seller and (b) for
      resale to such person that is not the Seller (or to customers of, or as directed
      by, any person that is not the Seller) on essentially an exclusive
      basis.


    
      
        
        

      

      
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          4

        
          

        

      

      
        
        

      

    


    5.
       Additional
      Obligations

    


    5.1
       Further
      Cooperation.

    


    (a)
       At
      the
      reasonable request of Purchaser, Seller will execute and deliver such other
      instruments and do and perform such other acts and things as may be necessary
      or
      desirable for effecting completely the consummation of the transactions
      contemplated hereby, including, without limitation, execution, acknowledgment,
      and recordation of other such papers, and using commercially reasonable efforts
      to obtain the same from the respective inventors, as necessary or desirable
      for
      fully perfecting and conveying unto Purchaser the benefit of the transactions
      contemplated hereby.

    


    (b)
       To
      the
      extent any attorney-client privilege or the attorney work-product doctrine
      applies to any portion of the Prosecution History Files and that is retained
      after Closing under Seller or Seller’s representatives normal document retention
      policy, Seller will ensure that, if any such portion of the Prosecution History
      File remains under Seller’s possession or control after Closing, it is not
      disclosed to any third party unless (a) disclosure is ordered by a court of
      competent jurisdiction, after all appropriate appeals to prevent disclosure
      have
      been exhausted, and (b) Seller gave Purchaser prompt notice upon learning that
      any third party sought or intended to seek a court order requiring the
      disclosure of any such portion of the Prosecution History File. In addition,
      Seller will continue to prosecute, maintain, and defend the Patents at its
      sole
      expense until the Closing.

    


    (c)
       Seller
      will also, at the reasonable request of Purchaser after Closing, assist
      Purchaser in providing, and obtaining, from the respective inventors, prompt
      production of pertinent facts and documents, otherwise giving of testimony,
      execution of petitions, oaths, powers of attorney, specifications, declarations
      or other papers and other assistance reasonably necessary for filing patent
      applications, enforcement or other actions and proceedings respect to the claims
      under the Patents. Purchaser shall compensate Seller for any reasonable,
      documented disbursements and time incurred after Closing in connection with
      providing assistance under this subparagraph 5.1(c) in connection with any
      enforcement or other infringement action regarding the Patents, under a standard
      billable hour rate of Seller; provided that Seller shall have furnished
      Purchaser an advance, written estimate of the fees and costs for such assistance
      and Purchaser shall have agreed in writing to pay such fees and
      costs.

    


    5.2
       Payment
      of Fees.
      Seller
      will pay any maintenance fees, annuities, and the like due or payable on the
      Patents until the Closing. For the avoidance of doubt, Seller shall pay any
      maintenance fees for which the fee is payable (e.g., the fee payment window
      opens) on or prior to the Closing even if the surcharge date or final deadline
      for payment of such fee would be after the Closing. Seller hereby gives
      Purchaser power-of-attorney to (a) execute documents in the name of Seller
      in
      order to effectuate the recordation of the transfers of any portion of the
      Patents in an governmental filing office in the world and (b) instruct legal
      counsel to take steps to pay maintenance fees and annuities that Seller declines
      to pay and to make filings on behalf of Seller prior to Closing and otherwise
      preserve the assets through Closing.

    


    5.3
       Foreign
      Assignments.
      To the
      extent the Patents include non-United States patents and patent applications,
      Seller will deliver to Purchaser’s representatives executed documents in a form
      as may be required in the non-U.S jurisdiction in order to perfect the
      assignment to Purchaser of the non-U.S. patents and patent
      applications.


    
      
        
        

      

      
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          5

        
          

        

      

      
        
        

      

    

     

    6.
       Representations
      and Warranties of Seller

    


    Seller
      hereby represents and warrants to Purchaser as follows that, as of the Effective
      Date and as of the Closing:

    


    6.1
       Authority.
      Seller
      is a company duly formed, validly existing, and in good standing under the
      laws
      of the jurisdiction of its formation. Seller has the full power and authority
      and has obtained all third party consents, approvals, and/or other
      authorizations required to enter into this Agreement and to carry out its
      obligations hereunder, including, without limitation, the assignment of the
      Assigned Patent Rights to Purchaser.

    


    6.2
       Title
      and Contest.
      Seller
      owns all right, title, and interest to the Assigned Patent Rights, including,
      without limitation, all right, title, and interest to sue for infringement
      of
      the Patents. Seller has obtained and properly recorded previously executed
      assignments for the Patents as necessary to fully perfect its rights and title
      therein in accordance with governing law and regulations in each respective
      jurisdiction. The Assigned Patent Rights are free and clear of all liens,
      claims, mortgages, security interests or other encumbrances, and restrictions.
      There are no actions, suits, investigations, claims, or proceedings threatened,
      pending, or in progress relating in any way to the Assigned Patent Rights.
      There
      are no existing contracts, agreements, options, commitments, proposals, bids,
      offers, or rights with, to, or in any person to acquire any of the Assigned
      Patent Rights.

    


    6.3
       Existing
      Licenses and Obligations.
      There
      is no obligation imposed by a standards-setting organization to license any
      of
      the Patents on particular terms or conditions. No licenses under the Patents
      have been granted or retained by Seller, any prior owners, or inventors. After
      Closing, none of Seller, any prior owner, or any inventor retain any rights
      or
      interest in the Assigned Patent Rights as of Closing.

    


    6.4
       Restrictions
      on Rights.
      Purchaser will not be subject to any covenant not to sue or similar restrictions
      on its enforcement or enjoyment of the Assigned Patent Rights or the Abandoned
      Assets as a result of any prior transaction related to the Assigned Patent
      Rights or the Abandoned Assets.

    


    6.5
       Validity
      and Enforceability.
      None of
      the Patents or the Abandoned Assets (other than Abandoned Assets for which
      abandonment resulted solely from unpaid fees and/or annuities) has ever been
      found invalid, unpatentable, or unenforceable for any reason in any
      administrative, arbitration, judicial or other proceeding, and, with the
      exception of publicly available documents in the applicable patent office
      recorded with respect to Patents, Seller does not know of and has not received
      any notice or information of any kind from any source suggesting that the
      Patents may be invalid, unpatentable, or unenforceable. If any of the Patents
      are terminally disclaimed to another patent or patent application, all patents
      and patent applications subject to such terminal disclaimer are included in
      this
      transaction. To the extent “small entity” fees were paid to the United States
      Patent and Trademark Office for any Patent, such reduced fees were then
      appropriate because the payor qualified to pay “small entity” fees at the time
      of such payment and specifically had not licensed rights in the any Patent
      to an
      entity that was not a “small entity.”

    


    6.6
       Conduct.
      None of
      Seller, prior owner or their respective agents or representatives have engaged
      in any conduct, or omitted to perform any necessary act, the result of which
      would invalidate any of the Patents or hinder their enforcement, including,
      without limitation, misrepresenting the Patents to a standard-setting
      organization.


    
      
        
        

      

      
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          6

        
          

        

      

      
        
        

      

    


    6.7
       Enforcement.
      Seller
      has not put a third party on notice of actual or potential infringement of
      any
      of the Patents or the Abandoned Assets. Seller has not invited any third party
      to enter into a license under any of the Patents or the Abandoned Assets. Seller
      has not initiated any enforcement action with respect to any of the Patents
      or
      the Abandoned Assets.

    


    6.8
       Patent
      Office Proceedings.
      None of
      the Patents or the Abandoned Assets has been or is currently involved in any
      reexamination, reissue, interference proceeding, or any similar proceeding,
      and
      no such proceedings are pending or threatened.

    


    6.9
       Fees.
      All
      maintenance fees, annuities, and the like due or payable on the Patents have
      been timely paid. For the avoidance of doubt, such timely payment includes
      payment of any maintenance fees for which the fee is payable (e.g., the fee
      payment window opens) even if the surcharge date or final deadline for payment
      of such fee would be in the future.

    


    6.10
       Abandoned
      Assets.
      According to each applicable patent office, each of the Abandoned Assets has
      expired, lapsed, or been abandoned or deemed withdrawn.

     

    7.
       Representations
      and Warranties of Purchaser

    


    Purchaser
      hereby represents and warrants to Seller as follows that, as of the Effective
      Date and as of the Closing:

    


    7.1
       Purchaser
      is a limited liability company duly formed, validly existing, and in good
      standing under the laws of the jurisdiction of its formation.

    


    7.2
       Purchaser
      has all requisite power and authority to (i) enter into, execute, and deliver
      this Agreement and (ii) perform fully its obligations hereunder.

     

    8.
       Miscellaneous

    


    8.1
       Limitation
      of Liability.
      EXCEPT
      IN THE EVENT OF BREACH OF ANY OF THE PRIMARY WARRANTIES BY SELLER OR SELLER’S
      INTENTIONAL MISREPRESENTATION, SELLER’S TOTAL LIABILITY UNDER THIS AGREEMENT
      WILL NOT EXCEED THE PURCHASE PRICE SET FORTH IN PARAGRAPH 3.4 OF THIS AGREEMENT.
      PURCHASER’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE PURCHASE
      PRICE SET FORTH IN PARAGRAPH 3.4 OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE
      THAT
      THE LIMITATIONS ON POTENTIAL LIABILITIES SET FORTH IN THIS PARAGRAPH 8.1 WERE
      AN
      ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

    


    8.2
       Limitation
      on Consequential Damages.
      EXCEPT
      IN THE EVENT OF SELLER’S INTENTIONAL MISREPRESENTATION, NEITHER PARTY WILL HAVE
      ANY OBLIGATION OR LIABILITY (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING
      NEGLIGENCE) OR OTHERWISE, AND NOTWITHSTANDING ANY FAULT, NEGLIGENCE (WHETHER
      ACTIVE, PASSIVE OR IMPUTED), REPRESENTATION, STRICT LIABILITY OR PRODUCT
      LIABILITY), FOR COVER OR FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL,
      MULTIPLIED, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OR LOSS OF REVENUE, PROFIT,
      SAVINGS OR BUSINESS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN
      IF
      A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
      DAMAGES. THE PARTIES ACKNOWLEDGE THAT THESE EXCLUSIONS OF POTENTIAL DAMAGES
      WERE
      AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS
      AGREEMENT.


    
      
        
        

      

      
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          7

        
          

        

      

      
        
        

      

    


    8.3
       Compliance
      With Laws.
      Notwithstanding anything contained in this Agreement to the contrary, the
      obligations of the parties with respect to the consummation of the transactions
      contemplated by this Agreement shall be subject to all laws, present and future,
      of any government having jurisdiction over the parties and this transaction,
      and
      to orders, regulations, directions or requests of any such
      government.

    


    8.4
       Confidentiality
      of Terms.
      The
      parties hereto will keep the terms and existence of this Agreement and the
      identities of the parties hereto and their affiliates confidential and will
      not
      now or hereafter divulge any of this information to any third party except
      (a)
      with the prior written consent of the other party; (b) as otherwise may be
      required by law or legal process; (c) during the course of litigation, so long
      as the disclosure of such terms and conditions is restricted in the same manner
      as is the confidential information of other litigating parties; (d) in
      confidence to its legal counsel, accountants, banks, and financing sources
      and
      their advisors solely in connection with complying with or administering its
      obligations with respect to this Agreement; (e) by Purchaser, to potential
      purchasers or licensees of the Assigned Patent Rights or the Abandoned Assets;
      (f) in order to perfect Purchaser’s interest in the Assigned Patent Rights or
      the Abandoned Assets with any governmental patent office (including, without
      limitation, recording the Executed Assignments in any governmental patent
      office); or (f) to enforce Purchaser’s right, title, and interest in and to the
      Assigned Patent Rights or the Abandoned Assets; provided that, in (b) and (c)
      above, (i) to the extent permitted by law, the disclosing party will use all
      legitimate and legal means available to minimize the disclosure to third
      parties, including, without limitation, seeking a confidential treatment request
      or protective order whenever appropriate or available; and (ii) the disclosing
      party will provide the other party with at least ten (10) days’ prior written
      notice of such disclosure. Without limiting the foregoing, Seller will cause
      its
      agents involved in this transaction to abide by the terms of this paragraph,
      including, without limitation, ensuring that such agents do not disclose or
      otherwise publicize the existence of this transaction with actual or potential
      clients in marketing materials, or industry conferences.

    


    8.5
       Governing
      Law; Venue/Jurisdiction.
      This
      Agreement will be interpreted, construed, and enforced in all respects in
      accordance with the laws of the State of Delaware, without reference to its
      choice of law principles to the contrary. Seller will not commence or prosecute
      any action, suit, proceeding or claim arising under or by reason of this
      Agreement other than in the state or federal courts located in Delaware. Seller
      irrevocably consents to the jurisdiction and venue of the courts identified
      in
      the preceding sentence in connection with any action, suit, proceeding, or
      claim
      arising under or by reason of this Agreement.

    


    8.6
       Notices.
      All
      notices given hereunder will be given in writing (in English or with an English
      translation), will refer to Purchaser and to this Agreement and will be
      delivered to the address set forth below by (i) personal delivery, (ii) delivery
      postage prepaid by an internationally-recognized express courier
      service:

    


    
      	
              If
                to Purchaser

            	 	
              If
                to Seller

            
	
              EPAX
                Consulting Limited Liability 

            	 	
              Wegener
                Communications, Inc.

            
	
              Company
                

            	 	
              11350
                Technology Circle

            
	
              2711
                Centerville Road, Suite 400 

            	 	
              Duluth,
                GA 30097

            
	
              Wilmington,
                DE 19808

            	 	 
	
              Attn:
                Managing Director 

            	 	
              Attn:
                Robert A. Placek

            


    

    


    Notices
      are deemed given on (a) the date of receipt if delivered personally or by
      express courier or (b) if delivery is refused, the date of refusal. Notice
      given
      in any other manner will be deemed to have been given only if and when received
      at the address of the person to be notified. Either party may from time to
      time
      change its address for notices under this Agreement by giving the other party
      written notice of such change in accordance with this
      paragraph.


    
      
        
        

      

      
        Page
          8

        
          

        

      

      
        
        

      

    


    8.7
       Relationship
      of Parties.
      The
      parties hereto are independent contractors. Nothing in this Agreement will
      be
      construed to create a partnership, joint venture, franchise, fiduciary,
      employment or agency relationship between the parties. Neither party has any
      express or implied authority to assume or create any obligations on behalf
      of
      the other or to bind the other to any contract, agreement or undertaking with
      any third party.

    


    8.8.
       Equitable
      Relief.
      Seller
      acknowledges and agrees that damages alone would be insufficient to compensate
      Purchaser for a breach by Seller of this Agreement and that irreparable harm
      would result from a breach of this Agreement. Seller hereby consents to the
      entering of an order for injunctive relief to prevent a breach or further
      breach, and the entering of an order for specific performance to compel
      performance of any obligations under this Agreement.

    


    8.9
       Severability.
      If any
      provision of this Agreement is found to be invalid or unenforceable, then the
      remainder of this Agreement will have full force and effect, and the invalid
      provision will be modified, or partially enforced, to the maximum extent
      permitted to effectuate the original objective.

    


    8.10
       Waiver.
      Failure
      by either party to enforce any term of this Agreement will not be deemed a
      waiver of future enforcement of that or any other term in this Agreement or
      any
      other agreement that may be in place between the parties.

    


    8.11
       Miscellaneous.
      This
      Agreement, including its exhibits and related letter agreements, constitutes
      the
      entire agreement between the parties with respect to the subject matter hereof
      and merges and supersedes all prior and contemporaneous agreements,
      understandings, negotiations, and discussions. Neither of the parties will
      be
      bound by any conditions, definitions, warranties, understandings, or
      representations with respect to the subject matter hereof other than as
      expressly provided herein. The section headings contained in this Agreement
      are
      for reference purposes only and will not affect in any way the meaning or
      interpretation of this Agreement. This Agreement is not intended to confer
      any
      right or benefit on any third party (including, but not limited to, any employee
      or beneficiary of any party), and no action may be commenced or prosecuted
      against a party by any third party claiming as a third-party beneficiary of
      this
      Agreement or any of the transactions contemplated by this Agreement. No oral
      explanation or oral information by either party hereto will alter the meaning
      or
      interpretation of this Agreement. No amendments or modifications will be
      effective unless in a writing signed by authorized representatives of both
      parties. The terms and conditions of this Agreement will prevail notwithstanding
      any different, conflicting or additional terms and conditions that may appear
      on
      any letter, email or other communication or other writing not expressly
      incorporated into this Agreement. The following exhibits are attached hereto
      and
      incorporated herein: Exhibit A
      (entitled “Patents to be Assigned”); Exhibit
      B
      (entitled “Assignment of Patent Rights”); Exhibit C
      (entitled “Assignment of Rights in Certain Assets”); Exhibit
      D
      (entitled “List of Initial Deliverables”); Exhibit
      E
      (entitled “Common Interest Agreement”); and Exhibit F
      (entitled “Press Release”).

    


    8.12
       Counterparts;
      Electronic Signature; Delivery Mechanics.
      This
      Agreement may be executed in counterparts, each of which will be deemed an
      original, and all of which together constitute one and the same instrument.
      Each
      party will execute and promptly deliver to the other parties a copy of this
      Agreement bearing the original signature. Prior to such delivery, in order
      to
      expedite the process of entering into this Agreement, the parties acknowledge
      that a Transmitted Copy of this Agreement will be deemed an original document.
      “Transmitted
      Copy”
means
      a
      copy bearing a signature of a party that is reproduced or transmitted via email
      of a pdf file, photocopy, facsimile, or other process of complete and accurate
      reproduction and transmission.


    
      
        
        

      

      
        Page
          9

        
          

        

      

      
        
        

      

    


    8.13
       Publicity
      and SEC Reporting.
      Seller
      may make one public announcement contemporaneously with the Closing, which
      announcements will be substantially of the form set forth in Exhibit
      F.
      Seller
      shall submit any such proposed announcement to Purchaser at least three (3)
      business days prior to its making such an announcement for Purchaser’s review
      and approval, which approval shall not be unreasonably withheld by Purchaser
      so
      long as such proposed announcement substantially conforms to Exhibit
      F.
      After
      the Effective Date, Seller shall have the right to file the statement set forth
      on Exhibit
      F
      with
      Seller’s Form 8-K filing with the Securities Exchange Commission (“SEC”).
      In
      any required filing with the SEC, Seller will include only those portions of
      this Agreement that are required to be filed with the SEC pursuant to applicable
      laws and regulations. In witness whereof, intending to be legally bound, the
      parties have executed this Patent Purchase Agreement as of the Effective
      Date.

    


    
      	
              SELLER:
                

            	 	
              PURCHASER:

            
	 	 	 
	
              WEGENER
                CORPORATION 

            	 	
              EPAX
                Consulting Limited Liability

            
	 	 	
              Company

            
	 	 	 
	
              By:
                

            	
              /s/
                Robert A. Placek

            	 	
              By:
                

            	
              /s/
                Melissa Coleman

            
	
              Name:
                

            	
              Robert
                A. Placek

            	 	
              Name:
                

            	
              Melissa
                Coleman

            
	
              Title:
                

            	
              Chief
                Executive Officer

            	 	
              Title:
                

            	
              Authorized
                Agent

            


    

    


    Effective
      Date: May 22, 2008


    
      
        
        

      

      
        Page
          10

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    PATENTS
      TO BE ASSIGNED

    


    
      	
              Patent or Application

            	 	 	 	 	 	
              Title of Patent and First

            
	
              No.

            	 	
              Country

            	 	
              Filing Date

            	 	
              Named Inventor

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            


    

    

      *Filed
        under an application for confidential treatment.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    ASSIGNMENT
      OF PATENT RIGHTS

    


    For
      good
      and valuable consideration, the receipt of which is hereby acknowledged, Wegener
      Communications, Inc., a Delaware corporation, with an office at 11350 Technology
      Circle, Duluth, GA 30097 (“Assignor”),
      does
      hereby sell, assign, transfer, and convey unto EPAX Consulting Limited Liability
      Company, a Delaware limited liability company, having an address at 2711
      Centerville Road, Suite 400, Wilmington, DE 19808 (“Assignee”),
      or
      its designees, all right, title, and interest that exist today and may exist
      in
      the future in and to any and all of the following (collectively, the
“Patent
      Rights”):

    


    (a)
       the
      provisional patent applications, patent applications and patents listed in
      the
      table below (the “Patents”);

    


    (b)
       all
      patents and patent applications (i) to which any of the Patents directly or
      indirectly claims priority, and/or (ii) for which any of the Patents directly
      or
      indirectly forms a basis for priority, and/or (iii) that were co-owned
      applications that incorporate by reference, or are incorporated by reference
      into, the Patents (excluding patent [XXXX]*).

    


    (c)
       all
      reissues, reexaminations, extensions, continuations, continuations in part,
      continuing prosecution applications, requests for continuing examinations,
      divisions, registrations of any item in any of the foregoing categories (a)
      and
      (b);

    


    (d)
       all
      foreign patents, patent applications, and counterparts relating to any item
      in
      any of the foregoing categories (a) through (c), including, without limitation,
      certificates of invention, utility models, industrial design protection, design
      patent protection, and other governmental grants or issuances;

    


    (e)
       all
      items
      in any of the foregoing in categories (b) through (d), whether or not expressly
      listed as Patents below and whether or not claims in any of the foregoing have
      been rejected, withdrawn, cancelled, or the like;

    


    (f)
       inventions,
      invention disclosures, and discoveries described in any of the Patents and/or
      any item in the foregoing categories (b) through (e) that (i) are included
      in
      any claim in the Patents and/or any item in the foregoing categories (b) through
      (e), (ii) are subject matter capable of being reduced to a patent claim in
      a
      reissue or reexamination proceedings brought on any of the Patents and/or any
      item in the foregoing categories (b) through (e), and/or (iii) could have been
      included as a claim in any of the Patents and/or any item in the foregoing
      categories (b) through (e); 

    


    (g)
       all
      rights to apply in any or all countries of the world for patents, certificates
      of invention, utility models, industrial design protections, design patent
      protections, or other governmental grants or issuances of any type related
      to
      any item in any of the foregoing categories (a) through (f), including, without
      limitation, under the Paris Convention for the Protection of Industrial
      Property, the International Patent Cooperation Treaty, or any other convention,
      treaty, agreement, or understanding;

    


    (h)
       all
      causes of action (whether known or unknown or whether currently pending, filed,
      or otherwise) and other enforcement rights under, or on account of, any of
      the
      Patents and/or any item in any of the foregoing categories (b) through (g),
      including, without limitation, all causes of action and other enforcement rights
      for

    

      *Filed
        under an application for confidential treatment.

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (1)
      damages,

    (2)
      injunctive relief, and

    (3)
      any
      other remedies of any kind

    


    for
      past,
      current, and future infringement; and

    


    (i)
       all
      rights to collect royalties and other payments under or on account of any of
      the
      Patents and/or any item in any of the foregoing categories (b) through
      (h).

    


    
      	
              Patent or Application

            	 	 	 	 	 	
              Title of Patent and First

            
	
              No.

            	 	
              Country

            	 	
              Filing Date

            	 	
              Named Inventor

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            


    

    

      *Filed
        under an application for confidential treatment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Assignor
      represents, warrants and covenants that:

    


    (1)
       Assignor
      has the full power and authority, and has obtained all third party consents,
      approvals and/or other authorizations required to enter into this Agreement
      and
      to carry out its obligations hereunder, including the assignment of the Patent
      Rights to Assignee; and

    


    (2)
       Assignor
      owns, and by this document assigns to Assignee, all right, title, and interest
      to the Patent Rights, including, without limitation, all right, title, and
      interest to sue for infringement of the Patent Rights. Assignor has obtained
      and
      properly recorded previously executed assignments for the Patent Rights as
      necessary to fully perfect its rights and title therein in accordance with
      governing law and regulations in each respective jurisdiction. The Patent Rights
      are free and clear of all liens, claims, mortgages, security interests or other
      encumbrances, and restrictions. There are no actions, suits, investigations,
      claims or proceedings threatened, pending or in progress relating in any way
      to
      the Patent Rights. There are no existing contracts, agreements, options,
      commitments, proposals, bids, offers, or rights with, to, or in any person
      to
      acquire any of the Patent Rights.

    

      Assignor
        hereby authorizes the respective patent office or governmental agency in
        each
        jurisdiction to issue any and all patents, certificates of invention, utility
        models or other governmental grants or issuances that may be granted upon
        any of
        the Patent Rights in the name of Assignee, as the assignee to the entire
        interest therein.

      


      Assignor
        will, at the reasonable request of Assignee and without demanding any further
        consideration therefore, do all things necessary, proper, or advisable,
        including without limitation, the execution, acknowledgment, and recordation
        of
        specific assignments, oaths, declarations, and other documents on a
        country-by-country basis, to assist Assignee in obtaining, perfecting,
        sustaining, and/or enforcing the Patent Rights. The terms and conditions
        of this
        Assignment of Patent Rights will inure to the benefit of Assignee, its
        successors, assigns, and other legal representatives and will be binding
        upon
        Assignor, its successors, assigns, and other legal
        representatives.

    

    


    IN
      WITNESS WHEREOF this Assignment of Patent Rights is executed at Duluth, GA
      on
      May 27, 2008.

    


    ASSIGNOR:

    


    Wegener
      Communications, Inc.

    


    
      	
              By:
                

            	
              /s/
                Robert A. Placek

            
	
              Name:
                

            	
              Robert
                A. Placek

            
	
              Title:
                

            	
              Chief
                Executive Officer

            


    

    (Signature
      MUST be notarized)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    STATE
      OF
      GEORGIA  )

                                             
      )
      ss.

     

    COUNTY
      OF FORSYTH         )

    


    On
      May
      27, 2008,
      before
      me, Barbara
      H. Sloth,
      Notary
      Public in and for said State, personally appeared Robert
      A. Placek,
      personally known to me (or proved to me on the basis of satisfactory evidence)
      to be the person whose name is subscribed to the within instrument and
      acknowledged to me that he/she executed the same in his/her authorized capacity,
      and that by his/her signature on the instrument the person, or the entity upon
      behalf of which the person acted, executed the instrument.

    


    WITNESS
      my hand and official seal. 

    


    
      	
              Signature
                

            	
              /s/
                Barbara H. Sloth (SEAL)

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      C

    


    ASSIGNMENT
      OF RIGHTS IN CERTAIN ASSETS

    


    For
      good
      and valuable consideration, the receipt of which is hereby acknowledged, Wegener
      Communications, Inc., a Delaware corporation, with an office at 11350 Technology
      Circle, Duluth, GA 30097 (“Assignor”),
      does
      hereby sell, assign, transfer, and convey unto EPAX Consulting Limited Liability
      Company, a Delaware limited liability company, having an address at 2711
      Centerville Road, Suite 400, Wilmington, DE 19808 (“Assignee”),
      or
      its designees, the right, title, and interest in and to any and all of the
      following provisional patent applications, patent applications, patents, and
      other governmental grants or issuances of any kind (the “Certain
      Assets”):

    


    
      	
              Patent or Application

            	 	 	 	 	 	
              Title of Patent and First

            
	
              No.

            	 	
              Country

            	 	
              Filing Date

            	 	
              Named Inventor

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              US

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              WO

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              WO

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              WO

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            
	 	 	 	 	 	 	 
	
              [XXXX]*

            	 	
              WO

            	 	
              [XXXX]*

            	 	
              [XXXX]*

            


    

    


    Assignor
      assigns to Assignee all rights to the inventions, invention disclosures, and
      discoveries in the assets listed above, together, with the rights, if any,
      to
      revive prosecution of claims under such assets and to sue or otherwise enforce
      any claims under such assets for past, present or future
      infringement.

    

      *Filed
        under an application for confidential treatment.

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Assignor
      hereby authorizes the respective patent office or governmental agency in each
      jurisdiction to make available to Assignee all records regarding the Certain
      Assets.

    


    The
      terms
      and conditions of this Assignment of Rights in Certain Assets will inure to
      the
      benefit of Assignee, its successors, assigns, and other legal representatives
      and will be binding upon Assignor, its successors, assigns, and other legal
      representatives.

    


    DATED
      this
      27
day
      of
      May
2008.

    


    ASSIGNOR:

    


    Wegener
      Communications, Inc.

    


    
      	
              By:
                

            	
              /s/
                Robert A. Placek

            
	
              Name:
                

            	
              Robert
                A. Placek

            
	
              Title:
                

            	
              Chief
                Executive Officer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      D

    LIST
      OF
      INITIAL DELIVERABLES

    


    Seller
      will cause the following to be delivered to Purchaser, or Purchaser’s
      representative, within the time provided in paragraph 3.1 of the attached Patent
      Purchase Agreement:

    


    (a)
       U.S.
      Patents.
      For
      each item of the Patents that is an issued United States patent, and for each
      Abandoned Asset that forms the basis for priority for such issued U.S. patent
      (whether a patent or similar protection has been issued or
      granted),

    


    (i)
      the
      original

    (A)
      ribbon copy issued by the United States Patent and Trademark Office,


    (B)
      Assignment Agreement(s),

    (C)
      conception and reduction to practice materials, and

    


    (ii)
      a
      copy of

    (A)
      the
      Docket,

    (B)
      each
      relevant license and security agreement;

    


    (b)
       Non-U.S.
      for
      each Live Asset for which a non-United States patent or similar protection
      has
      been issued or granted,

    

      
        	 	
                (i)
                  

              	
                the
                  original ribbon copy or certificate issued by the applicable government,
                  if available

              


      

      
        	 	
                (ii)
                  

              	
                copy
                  of each pending foreign application


              


      

      
        	 	
                (iii)
                  

              	
                the
                  Docket,

              


      

      
        	 	
                (iv)
                  

              	
                the
                  original Assignment Agreement(s),

              


      

      
        	 	
                (v)
                  

              	
                a
                  copy of applicant name change, if necessary,
                  and

              


      

      
        	 	
                (vi)
                  

              	
                a
                  copy of each relevant license and security
                  agreement

              


      

    

    


    (c)
       Patent
      Applications.
      For
      each item of the Patents that is a patent application, 

    

      
        	 	
                (i)
                  

              	
                a
                  copy of the patent application, as
                  filed,

              


      

      
        	 	
                (ii)
                  

              	
                if
                  unpublished, a copy of the filing receipt and the non-publication
                  request,
                  if available,

              


      

      
        	 	
                (iii)
                  

              	
                the
                  original Assignment Agreement(s), 

              


      

      
        	 	
                (iv)
                  

              	
                the
                  Docket,

              


      

      
        	 	
                (v)
                  

              	
                all
                  available conception and reduction to practice materials,
                  

              


      

      
        	 	
                (vi)
                  

              	
                evidence
                  of foreign filing license (or denial
                  thereof),

              


      

      
        	 	
                (vii)
                  

              	
                a
                  copy of each relevant license and security agreement, and
                  

              


      

      
        	 	
                (viii)
                  

              	
                the
                  Prosecution History Files;

              


      

    

    


    (d)
       Common
      Interest Agreement.
      Seller
      will deliver any Initial Deliverables to be delivered by Seller under paragraph
      (c) above to Purchaser’s legal counsel, together with two (2) executed originals
      of the Common Interest Agreement.

    


    (e)
       Thorough
      Search/Declaration.
      If
      originals of the Initial Deliverables are not available and delivered to
      Purchaser prior to Closing, Seller will cause (i) such originals of the Initial
      Deliverables to be sent to Purchaser or Purchaser’s representative promptly if
      and after such originals are located and (ii) an appropriate executive officer
      of Seller to deliver to Purchaser an declaration, executed by such officer
      under
      penalty of perjury, detailing Seller’s efforts to locate such unavailable
      original documents and details regarding how delivered copies were obtained;
      and


    


    Capitalized
      terms used in this Exhibit D are defined in the Patent Purchase Agreement to
      which this Exhibit D is attached.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      E 

    COMMON
      INTEREST AGREEMENT

    


    


    THIS
      COMMON INTEREST AGREEMENT (“Agreement”)
      is
      entered into between the undersigned legal counsel (“Counsel”),
      for
      themselves and on behalf of the parties they represent (as indicated
      below).

    


    1.
      Background.

    1.1
      EPAX
      Consulting Limited Liability Company, a Delaware limited liability company
      (“Purchaser”)
      and
      Wegener Communications, Inc., a Delaware company (“Seller”)
      (Purchaser and Seller are sometimes hereafter referred to herein as a
“party”
or
      the
“parties”),
      have
      entered into an agreement under which Purchaser will acquire all substantial
      rights of Seller in certain patent applications filed or to be filed throughout
      the world (the “Patent
      Matters”).

    


    1.2
      The
      parties have a common interest in the Patent Matters and have agreed to treat
      their communications and those of their Counsel relating to the Patent Matters
      as protected by the common interest privilege. Furtherance of the Patent Matters
      requires the exchange of proprietary documents and information, the joint
      development of legal strategies and the exchange of attorney work product
      developed by the parties and their respective Counsel.

    


    2.
      Common Interest.

    2.1
      The
      parties have a common, joint and mutual legal interest in cooperating with
      each
      other, to the extent permitted by law, to share information protected by the
      attorney-client privilege and by the work product doctrine with respect to
      the
      Patent Matters. Any counsel or consultant retained by a party or their Counsel
      to assist in the Patent Matters shall be bound by, and entitled to the benefits
      of, this Agreement.

    


    2.2
      In
      order to further their common interest, the parties and their Counsel shall
      exchange privileged and work product information, orally and in writing,
      including, without limitation, factual analyses, mental impressions, legal
      memoranda, source materials, draft legal documents, prosecution history files
      and other information (hereinafter “Common
      Interest Materials”).
      The
      sole purpose for the exchange of the Common Interest Materials is to support
      the
      parties’ common interest with respect to the prosecution and enforcement of the
      Patent Matters. Any Common Interest Materials exchanged shall continue to be
      protected under all applicable privileges and no such exchange shall constitute
      a waiver of any applicable privilege or protection.

    


    3.
      Nondisclosure.

    3.1
      The
      parties and their Counsel shall use the Common Interest Materials solely in
      connection with the Patent Matters and shall take appropriate steps to protect
      the privileged and confidential nature of the Common Interest Materials. Neither
      client nor their respective Counsel shall produce privileged documents or
      information unless or until directed to do so by a final order of a court of
      competent jurisdiction, or upon the prior written consent of the other party.
      No
      privilege or objection shall be waived by a party hereunder without the prior
      written consent of the other party. The obligations under this paragraph will
      not apply either to Purchaser after closing of the acquisition of the Patent
      Matters or to Seller with respect to any dispute with Purchaser related to
      such
      potential acquisition.

    


    3.2
      Except as herein provided, in the event that either party or their Counsel
      is
      requested or required in the context of a, litigation, governmental, judicial
      or
      regulatory investigation or other similar proceedings (by oral questions,
      interrogatories, requests for information or documents, subpoenas, civil
      investigative demands or similar process) to disclose any Common Interest
      Materials, the party or their Counsel shall immediately inform the other party
      and their Counsel and shall assert all applicable privileges, including, without
      limitation, the common interest doctrine, the joint prosecution
      privilege.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    4.
      Relationship; Additions; Termination. 

    4.1
      This
      Agreement does not create any agency or similar relationship among the parties.
      Through the Closing (as defined in the Patent Purchase Agreement executed by
      Purchaser and Seller), neither party nor their respective Counsel has the
      authority to waive any applicable privilege or doctrine on behalf of any other
      party.

    


    4.2
      Nothing in this Agreement affects the separate and independent representation
      of
      each party by its respective Counsel or creates an attorney client relationship
      between the Counsel for a party and the other party to this
      Agreement.

    


    4.3
      This
      Agreement shall continue until terminated upon the written request of either
      party. Upon termination, each party and their respective Counsel shall return
      any Common Interest Materials furnished by the other party. Notwithstanding
      termination, this Agreement shall continue to protect all Common Interest
      Materials disclosed prior to termination. Sections 3 and 5 shall survive
      termination of this Agreement.

    


    5.
      General Terms.

    


    5.1
      This
      Agreement is governed by the laws of the State of Delaware, without regard
      to
      its choice of law principles to the contrary. In the event any provision of
      this
      Agreement is held by any court of competent jurisdiction to be illegal, void
      or
      unenforceable, the remaining terms shall remain in effect. Failure of either
      party to enforce any provision of this Agreement shall not be deemed a waiver
      

    of
      future
      enforcement of that or any other provision.

    


    5.2
      The
      parties agree that a breach of this Agreement would result in irreparable
      injury, that money damages would not be a sufficient remedy and that the
      disclosing party shall be entitled to equitable relief, including injunctive
      relief, as a non-exclusive remedy for any such breach.

    


    5.3
      Notices given under this Agreement shall be given in writing and delivered
      by
      messenger or overnight delivery service to a party and their respective Counsel
      at their last known address, and shall be deemed to have been given on the
      day
      received.

    


    5.4
      This
      Agreement is effective and binding upon each party as of the date it is signed
      by or on behalf of a party and may be amended only by a writing signed by or
      on
      behalf of each party. This Agreement may be executed in counterparts. Any
      signature reproduced or transmitted via email of a pdf file, photocopy,
      facsimile or other process of complete and accurate reproduction and
      transmission shall be considered an original for purposes of this
      Agreement.

    


    This
      Agreement is being executed by each of the undersigned Counsel with the fully
      informed authority and consent of the respective party it
      represents.

     

    

      
        	
                Counsel
                  for EPAX Consulting Limited Liability 

              	 	
                Counsel
                  for Wegener Communications, Inc.

              
	
                Company

              	 	 


      

    

    


    
      	
              By:
                

            	 	 	
              By:

            	 
	 	 	 	 	 
	
              Date:
                

            	 	 	
              Date:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Exhibit
      F

    


    PRESS
      RELEASE

    


    After
      execution by both parties:

    


    [City,
      State], [Date]/PRNewswire-FirstCall/ — Wegener Communications, Inc.
      announced today that it has signed an agreement to sell selected patents and
      patent applications to EPAX Consulting Limited Liability Company for net
      proceeds of approximately $1,075,000, subject to customary closing conditions.
      The patents and patent applications sold relate to Wegener Communications,
      Inc.’s      Wegener
      Communications, Inc. retains a non-exclusive license under the patents for
      the    

    


    At
      Closing:

    


    [City,
      State], [Date]/PRNewswire-FirstCall/ — Wegener Communications, Inc.
      announced today that it has completed the sale of selected patents and patent
      applications to EPAX Consulting Limited Liability Company for net proceeds
      of
      approximately $1,075,000. The patents and patent applications sold relate to
      Wegener Communications, Inc.’s                                          
      Wegener
      Communications, Inc. retains a non-exclusive license under the patents for
      the
     .