EXHIBIT 10.5




     AGREEMENT TO REDEEM MEMBERSHIP INTEREST, TRANSFER INTELLECTUAL PROPERTY
                       AND AMEND ASSET PURCHASE AGREEMENT


     THIS  AGREEMENT  TO  REDEEM  MEMBERSHIP  INTEREST,   TRANSFER  INTELLECTUAL
PROPERTY AND AMEND ASSET PURCHASE  AGREEMENT  ("Agreement") is made by and among
TRAFFIC SYSTEMS,  L.L.C., an Arizona limited liability company ("Buyer"),  UNITY
WIRELESS  SYSTEMS  CORPORATION,  a  corporation  incorporated  under the laws of
British  Columbia  ("Seller"),   TRAFFIC  SAFETY  PRODUCTS,   INC.,  an  Arizona
corporation  ("TSP"),  and JIM HILL  ("Hill"),  effective  the 9th day of April,
2001.

                                    RECITALS:

     A.   The  parties  hereto  are  parties  to  that  certain  Asset  Purchase
          Agreement,   dated  October  6,  2000  ("Asset  Purchase  Agreement"),
          whereby,  among other  things,  Seller sold  certain  assets to Buyer,
          licensed  certain  intellectual  property  to  Buyer  and  received  a
          thirty-seven  percent (37%)  interest in Buyer (the  "Interest").  The
          intellectual  property is more  specifically  described in Exhibit "A"
          attached hereto ("Intellectual Property").

     B.   One of the parties to the Asset Purchase  Agreement,  568608 B.C. Ltd.
          has merged with Seller, with Seller the surviving corporation; and

     C.   Seller  desires to  transfer  all the  Interest  and the  Intellectual
          Property  to  Buyer,  subject  to the  terms  and  conditions  of this
          Agreement.

AGREEMENT:

     NOW,  THEREFORE,  in consideration of the mutual promises  contained herein
and other good and valuable consideration,  the receipt and sufficiency of which
is hereby acknowledged, the parties agree as follows:

     1. Redemption of Seller's Interest. Buyer hereby redeems the Interest.

     2.  Transfer  of the  Intellectual  Property.  Seller  assigns to Buyer the
Intellectual  Property,  effective April 30, 2001. Concurrent with the execution
of this  Agreement,  Seller  and  Buyer  agree to enter  into an  Assignment  of
Intellectual  Property, in the form attached hereto as Exhibit "B". Buyer agrees
to pay all costs  associated with the assignment of the  Intellectual  Property,
including  any related  patent  office  fees.  Buyer  accepts  the  Intellectual
Property "as is".

     3. Amendment and Restatement of Subparagraph  6(a) and Paragraph 7 of Asset
Purchase Agreement.  Subparagraph 6(a) of the Asset Purchase Agreement is hereby
amended and restated in its entirety to read as follows:

          "a.  All   obligations  to  perform  any  work  required  on  existing
               installations  of Sonem  preemption  products  necessary to bring
               such  installations into compliance with the terms of the written
               warranty provided by Seller with respect to such products and for
               any work required at common law on such  installations,  all such
               work with  respect to a  specific  installation  to be  completed
               within a reasonable time after Buyer receives written notice that
               such  installation  is  not  in  compliance  with  such  warranty
               provisions or common law; and"


     Paragraph 7 of the Asset Purchase  Agreement is hereby amended and restated
     in its entirety to read as follows:

          "7.  Release. Buyer hereby releases and discharges each of Seller, its
               successors  and  assigns,  from all  actions,  causes of  action,
               suits, debts, dues, sums of money, accounts,  reckonings,  bonds,
               bills,   specialties,    covenants,   contracts,   controversies,
               agreements, promises, variances, trespasses,


<PAGE>


               damages,  judgments,  extents,  executions,  claims  and  demands
               whatsoever,   in  law  or  equity,   which  against  Seller,  its
               successors  and assigns any of Buyer,  its successors and assigns
               ever  had,  now have or  hereafter  can,  shall or may  have,  in
               connection  with the work  obligations  referred to in  paragraph
               6(a) above."

     4. Representations and Warranties.

Seller represents and warrants as follows:

          a.   Seller has the full power and right to enter into this  Agreement
               and to  consummate  the sale and transfer of the Interest and the
               Intellectual Property, free and clear of any option,  commitment,
               lien or other encumbrance.

          b.   Buyer shall receive good and marketable title to the Interest.

          c.   Seller has provided  Buyer with copies of all written  notices of
               required  or  requested  warranty  work with  respect to existing
               installations  of Sonem preemption  products,  and Seller has not
               received any other such notices orally.

          d.   Attached  hereto as Exhibit "C" is a true and correct copy of the
               written  warranty  referred to in subparagraph  6(a) of the Asset
               Purchase Agreement, as amended hereby.

Buyer represents and warrants as follows:

          a.   Buyer has sent the letter  attached  as Exhibit  "D" to all Sonem
               distributors.

          b.   Buyer will send a letter  containing  wording  similar to that in
               Exhibit "E" to all Sonem distributors on or before April 15, 2001

     5.  Indemnification.  Buyer agrees to indemnify Seller from and against all
claims, damages, costs and liabilities suffered by Seller in connection with the
debts,  obligations and liabilities identified in subparagraph 6(a) of the Asset
Purchase Agreement,  as amended hereby, within a reasonable time after receiving
written  notice  thereof.  Seller  agrees to indemnify,  defend,  and hold Buyer
harmless  from any  damages,  costs or  liabilities  incurred as a result of the
falsity of any representation made by Seller under this Agreement.

     6. Payment of Purchase Price.

          a. In the event of a sale of Buyer,  either through the sale of all or
substantially all of its assets which it acquired from Seller as a result of the
Asset Purchase  Agreement  and/or this Agreement,  or a transaction or series of
related  transactions  pursuant  to which the  members of Buyer cease to own the
majority of the  outstanding  membership  interest  of Buyer or its  acquirer or
successor (any such sale of Buyer,  a "Sale"),  in which the cash purchase price
payable to Buyer or TSP upon  completion  of the Sale is at least  US$2,500,000,
Seller  shall  become  entitled to receive the  remaining  balance of the amount
described  in  Paragraph  2(b) of the  Asset  Purchase  Agreement,  within  five
business days  following  completion of the Sale or at such later time as may be
agreed between Buyer and Seller.

          b. In the event of a Sale in which the cash purchase  price payable to
Buyer or TSP upon completion of the Sale is less than  US$2,500,000,  Seller, on
the one hand, and Buyer or TSP, on the other hand, agree to confer in good faith
prior to the closing of such Sale for the  purpose of  arriving at a  definitive
written  agreement  regarding the allocation of the purchase price between Buyer
or TSP, on the one hand, and Seller, on the other hand.

          c.  Buyer and TSP  covenant  that  neither of them will enter into any
agreement  contemplating  a Sale referred to in  subparagraph  6(b) above unless
such agreement requires, as a condition



                                       2
<PAGE>

precedent  to the  closing of such Sale,  that  Seller  shall have  executed  an
agreement  contemplated by  subparagraph  6(b) above regarding the allocation of
the purchase price in such Sale.

          d. If the terms of the payment of the  purchase  price for any Sale do
not  provide for full  payment on the  closing of such Sale,  then any such Sale
agreement  shall provide,  in addition to its other terms,  that Seller shall be
entitled to fifty percent (50%) of the purchase  price money payable to Buyer or
TSP after the closing of such Sale, when payable, until the remaining balance of
the amount described in Paragraph 2(b) of the Asset Purchase  Agreement has been
paid in full.

     7.  Asset  Purchase  Agreement.  The  parties  acknowledge  that no further
materials or monies are due from Seller to Buyer either as a result of the Asset
Purchase  Agreement or otherwise and that Seller is not obligated to provide any
technical,  development or manufacturing  support to Buyer either as a result of
the Asset Purchase Agreement or otherwise.

     8. Amendment and  Restatement of Paragraph 15 of Asset Purchase  Agreement.
Paragraph 15 of the Asset  Purchase  Agreement is hereby amended and restated in
its entirety to read as follows:

"15. The parties  acknowledge  that Seller is not  required to maintain  product
liability   insurance  on   installations   installed  after  October  6,  2000.
Notwithstanding   the  foregoing,   Seller  shall  be  solely   responsible  for
maintaining  in effect  product  liability  insurance  coverage  for all traffic
preemption  installations  existing as of October 6, 2000 and represents that it
has named Buyer as an additional insured under the relevant policy."

     9.  Closing.  The closing (the  "Closing")  of the sale and purchase of the
Interest and the Intellectual  Property shall take place at the offices of SACKS
TIERNEY P.A.  commencing  at 10:00 a.m.  local time on April 30, 2001 or at such
other time and place as the parties may agree in writing. The date of Closing is
sometimes herein referred to as the "Closing Date" or the "Closing."

     10.  Items to be  Delivered  at Closing.  At the Closing and subject to the
terms and conditions herein contained:

Seller will deliver to Buyer the following:

          (a)  duly executed Assignment of Intellectual  Property in the form of
               Exhibit B.

          (b)  duly executed Assignment by Seller to Buyer of the Interest;

Buyer will deliver to Seller the following:

          (a)  duly executed Assignment by Seller to Buyer of the Interest;

     11.  Amendments and Waivers.  Any term of this Agreement may be amended and
the  observance of any term may be waived  (either  generally or in a particular
instance and either  retroactively  or  prospectively)  only by an instrument in
writing signed by the parties.

     12.  Conflict.  In the  event of any  conflict  between  the  terms of this
Agreement  and the  terms of the  Asset  Purchase  Agreement,  the terms of this
Agreement  shall control and the Asset  Purchase  Agreement  shall be amended as
provided herein.

     13. Severability.  If any provision of this Agreement is held to be invalid
or unenforceable to any extent in any context, it shall nevertheless be enforced
to the  fullest  extent  allowed  by law in that  and  other  contexts,  and the
validity  and force of the  remainder  of this  Agreement  shall not be affected
thereby.

     14.  Governing Law. This Agreement,  including all matters of construction,
validity and  performance,  shall be governed by and  construed  and enforced in
accordance with the laws of the State of Arizona,  as applied to contracts made,
executed  and to be fully  performed  in such state by  citizens  of such state,
without regard to its choice of law and conflict of laws rules.



                                       3
<PAGE>

     15.  Interpretation.  The  headings  contained  in this  Agreement  are for
reference only and shall not affect in any way the meaning or  interpretation of
this Agreement. Whenever the word "including" is used in this Agreement it shall
be deemed to be followed by the words "without limitation."

     16.  Heirs,  Successors  and  Assigns.  The  terms and  conditions  of this
Agreement  shall  inure to the  benefit  of and be binding  upon the  respective
heirs, successors and assigns of the parties. Nothing in this Agreement, express
or implied,  is intended to confer upon any party other than the parties  hereto
or  their  respective  heirs,  successors  and  assigns  any  rights,  remedies,
obligations  or  liabilities  under or by  reason  of this  Agreement  except as
expressly provided in this Agreement.

     17.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together  shall  constitute  one  and the  same  agreement.  Signatures  to this
Agreement are deemed acceptable by facsimile transmission.

     18. Entire Agreement.  This Agreement, the other documents delivered at the
Closing and the Asset Purchase  Agreement as amended hereby  supersede all prior
agreements  with  respect to the subject  matter  hereof.  In  interpreting  and
construing  this  Agreement,  the fact that a particular  party may have drafted
this  Agreement  or any  provision  hereof  shall  not be given  any  weight  or
relevance.

     19. Authority.  Each party warrants that it has the authority to enter into
this  Agreement  and that the person  signing  on its  behalf,  if any,  is duly
authorized to do so.

     IN WITNESS WHEREOF, the parties herein have executed this Agreement the day
and year first above written.

                                 BUYER:

                                 TRAFFIC SYSTEMS, LLC, an Arizona limited
                                   liability company

                                 By:
                                    --------------------------------------------

                                 Its:
                                     -------------------------------------------


                                 SELLER:

                                 UNITY WIRELESS SYSTEMS CORPORATION

                                 By:
                                    --------------------------------------------

                                 Its:
                                     -------------------------------------------



                                 TRAFFIC SAFETY PRODUCTS, INC., an Arizona
                                   corporation

                                 By:
                                    --------------------------------------------

                                 Its:
                                     -------------------------------------------


                                 --------------------------------------
                                        JAMES L. HILL



                                       4
<PAGE>

                                   EXHIBIT "A"

                              INTELLECTUAL PROPERTY

A.   Seller is the owner of the following patents for siren-detector inventions:

    Country            Patent Number  Issue Date               Expiry Date
    -------            -------------  ----------               -----------
    Australia          681380         18 December, 1997       4 March, 2014
    Canada             1,322,586      28 September, 1993      28 September, 2010
    China              94195085.9     28 April, 2000          4 March, 2014
    France             EP 318668      8 January, 1997         1 October, 2008
    France             EP 748494      17 June, 1998           4 March, 2014
    Germany            P69411195.3    8 January, 1997         1 October, 2008
    Germany            EP 748494      17 June, 1998           4 March, 2014
    Hong Kong          HK1009352      28 May, 1999            4 March, 2014
    Italy              EP 318668      8 January, 1997         1 October, 2008
    New Zealand        262083         8 September, 1998       4 March, 2014
    Singapore          49839          21 December 1998        4 March, 2014
    Spain              2011597        8 January, 1997         1 October, 2008
    United Kingdom     EP 318668      8 January, 1997         1 October, 2008
    United Kingdom     EP 748494      17 June, 1998           4 March, 2014
    U.S.A.             4,864,297      5 September, 1989       14 October, 2007
    U.S.A.             5,710,555      20 January, 1998        1 March, 2014


B.   Seller  has filed  applications  to patent a  siren-detector  invention  as
     follows:

    Country            Patent Number  Issue Date               Expiry Date
    -------            -------------  ----------               -----------

    Canada             2,183,868      4 March, 1994            4 March, 2014
    Japan              7-522583       4 March, 1994            4 March, 2014


C.       Seller is the owner of the following patents for other inventions:

    Country            Patent Number  Issue Date               Expiry Date
    -------            -------------  ----------               -----------
     Audio Railway Crossing Detector:

    U.S.A.              5,910,929     8 June, 1999             10 July, 2018

    Control Signal Coding and Detection in the Audible and Inaudible Ranges:

    U.S.A.              6,133,849     17 October, 2000         20 February, 2016



                                       5
<PAGE>

                                   EXHIBIT "B"

                       ASSIGNMENT OF INTELLECTUAL PROPERTY









              [This Exhibit to be provided by Traffic Systems LLC.]









                                       6
<PAGE>

                                   EXHIBIT "C"

                            SELLER'S WRITTEN WARRANTY

Limited Warranty

     Sonic  Systems  Corporation  will repair or replace any SONEM 2000  Digital
     Siren Detector  component or components  found to be defective in materials
     and/or  workmanship  within five (5) years from the date of  shipment  from
     Sonic.  Some states and  jurisdictions do not allow limitations on duration
     of an  implied  warranty,  so the  above  limitation  may not  apply to the
     Customer.  To the extent allowed by applicable law,  implied  warranties on
     the SONEM 2000 are limited to one (1) year for hardware and  equipment  and
     to five (5) years for software  unless  altered in writing by Sonic Systems
     Corporation.

Customer Remedies

     In the event that any unit of the SONEM 2000, or any part thereof, does not
     meet  Sonic's  Limited  Warranty,  the  entire  liability  of Sonic and its
     suppliers,  directors,  officers, employees, and agents, and the Customer's
     sole remedy,  shall be, at Sonic's  option,  either:  (a) the return of the
     price paid by the Customer for the SONEM 2000 (excluding taxes, duties, and
     other  similar  charges  and  installation  costs)  or (b)  the  repair  or
     replacement  of the SONEM 2000 or any  component  part  thereof  (excluding
     taxes,  duties,  and other similar charges and  installation  costs).  This
     Limited  Warranty is void if the failure of the SONEM 2000 or any component
     part thereof has resulted from  improper  installation,  operation,  and/or
     maintenance  (including  repair or modification by persons  unauthorized by
     Sonic), accident, abuse, negligence, and/or misapplication. Any replacement
     of the SONEM 2000 or any  component  part thereof will be warranted for the
     remainder of the original warranty period or for one (1) year, whichever is
     longer.  In  jurisdictions  where Sonics  markets the SONEM 2000 through an
     authorized dealer, the above remedies will not be available to the Customer
     without proof of purchase from the authorized dealer or distributor.

No Other Warranties

     To the maximum extent  permitted by applicable law, Sonic and its suppliers
     and distributors disclaim all other warranties,  either express or implied,
     including without  limitation  implied  warranties of  merchantability  and
     fitness for a  particular  purpose  with regard to the SONEM 2000 and as to
     the validity or scope of the  technology of Sonic or that the technology or
     Sonic does not  infringe  on the  rights of any third  party.  The  limited
     warranty set out in this  agreement  provides the  customer  with  specific
     legal  rights.   The  customer  may  have  others,   which  may  vary  from
     jurisdiction to jurisdiction.



                                       7
<PAGE>


No Liability For Consequential Damages

     To the maximum extent  permitted by applicable law, in no event shall Sonic
     or its  suppliers or  distributors  be liable for any special,  incidental,
     direct,   indirect,   or  consequential   damages  or  expenses  whatsoever
     (including  without  limitation,  damages  for  loss of  business  profits,
     business interruption, loss of business information, or any other economic,
     commercial,  or pecuniary loss) arising out of the functioning or use of or
     inability  to use the SONEM  2000,  even if Sonic had been  advised  of the
     possibility  of such damages or expenses.  Liability for  consequential  or
     incidental damages and,  therefore,  the above limitations may not apply to
     the customer.

Changes to and Use of the SONEM 2000

     Sonic  reserves  the  right  to  make  any  changes  in the  design  and/or
     construction  of the SONEM 2000 or the component  parts thereof at any time
     without  incurring  any  obligation  to make any change  whatsoever  in the
     system or  components  previously  sold and  delivered.  The unit(s) of the
     SONEM 2000, and any component  parts thereof,  supplied to the Customer are
     sold for use at only the number of  intersections  specifically  recited on
     applicable purchase documents. The SONEM 2000 is covered by U.S. Patent No.
     4,864,297  and its  corresponding  foreign  applications.  Sonic  has  also
     applied for additional patent protection for improvements and modifications
     to the  SONEM2000.  Individual  components  are  sold  separately  only for
     incorporation  into the SONEM 2000 or for  replacement  purposes,  and such
     individual  component  sales  for not  grant or imply a  license  under the
     above-mentioned  patent rights, or any other  intellectual  property rights
     held by or licensed to Sonic.




                                       8

<PAGE>

                                   EXHIBIT "D"

                         BUYER'S LETTER TO DISTRIBUTORS


                             Traffic Systems, L.L.C.
                       7441 EAST BUTHERUS DRIVE, SUITE 300
                         SCOTTSDALE, ARIZONA 85260-2424
                         (480)367-9291 FAX (480)367-9633
                                 1-866-600-0003



November 17, 2000


Mr. Rob Hyslop
RGH Pacific
101, 1089 East Kent Avenue
Vancouver, BC V5X 4V9

Dear Mr. Hyslop:

Traffic  Systems  L.L.C.  has just  completed the purchase of Sonic Systems from
Unity Wireless Systems Corporation.

This letter is intended to introduce ourselves and to establish contact with the
Sonic Distributors.

Traffic Systems  purchased all of the Sonic assets from Unity Wireless  Systems.
All  contracts and purchase  orders have been  transferred  from Unity  Wireless
Systems, Corp. to Traffic Systems, L.L.C.

We would like to continue  having you as a distributor  for the Sonem 2000. Your
territory  will  remain  the same as it is now.  Sonem  2000 will  remain as the
product  name.  However  the system  has been  reconfigures  to use a  different
detector.  The  software has been  enhanced  and we have changed the  enclosure.
Pricing has not changed at the present time.

Traffic Systems L.L.C. will honor any warranty claims for the Sonem components.

The  manuals  and  brochures  are being  rewritten  and should be  available  in
approximately  two weeks. We will have E-mail when the local  telephone  company
installs a line without destroying all of our other lines.

Bear  with us for a short  time as we play  catch up and then we  should  have a
smooth operation.

Please feel free to contact any of the following people as needed:

         Jim Hill - Anything
         Harold Hayes - Technical support and Installation
         Glenda Hill - Accounting
         Brad Hill - Production and Shipping
         Steve Mahone - Sales



                                       9
<PAGE>

November 17, 2000
Mr. Hyslop
Page 2




The Traffic System group has about 100 years of traffic,  preemtion and U.S. DOT
funding experience. We are here to provide whatever assistance to you, we can.

I am looking forward to meeting with you in the not to distant  future.  We will
be working to provide all the  service  and support you need,  so we may enjoy a
mutually prosperous and beneficial relationship.

Sincerely,

Traffic Systems, LLC



James L. Hill
President





                                       10

<PAGE>

                                   EXHIBIT "E"

                      BUYER'S SECOND LETTER TO DISTRIBUTORS



Traffic  Systems  LLC will  send a letter to all  Sonem  distributors  (past and
present) with wording similar to this, to ensure that all distributors are clear
that  Traffic  Systems  has  assumed  all  warranty  responsibilities  for Sonem
products:



     When Traffic  Systems LLC purchased the Sonem  business from Unity Wireless
     Systems  Corp.  (formerly  Sonic  Systems  Inc.) in  October,  2000,  Unity
     Wireless retained a minority ownership share in Traffic Systems.

     The  transition  is now  complete,  and Traffic  Systems has bought out the
     minority ownership interest previously held by Unity Wireless.  As has been
     the  practice for the past several  months,  please  continue to direct all
     inquiries  regarding  the Sonem  products  and related  warranty  issues to
     Traffic Systems LLC; all requests  relating to the Sonem products  received
     by Unity Wireless will be redirected to Traffic Systems.





                                       11
<PAGE>

                             Traffic Systems, L.L.C.
                       7441 EAST BUTHERUS DRIVE, SUITE 300
                         SCOTTSDALE, ARIZONA 85260-2424
                         (480)367-9291 FAX (480)367-9633
                                 1-866-600-0003



April 13, 2001





Mr. Tom Camp
Camp Safety Equipment
8216 Blue Ash Road
Cincinnati, OH  45236

Dear Tom:

When Traffic Systems, L.L.C. purchased Sonem from Unity Wireless (formerly Sonic
Systems,  Inc.) last October, Unity Wireless retained a minority ownership share
of Traffic Systems, L.L.C.

Traffic  Systems  has now bought out the  minority  ownership  interest of Unity
Wireless.  As has been the  practice  since  October,  please  continue  to work
directly with us regarding our Sonem products and any related warranty issues.

I believe having  complete  ownership of Traffic  systems will be beneficial for
both of us.

If I can be of assistance to you in any manner, please let me know.

Thank you, for your continued support of our Sonem 2000 products.

Sincerely,



James L. Hill
President

JLH/gf






                                       12
<PAGE>


                            LIMITED LIABILITY COMPANY

                    MEMBERSHIP INTEREST REDEMPTION AGREEMENT


     THIS MEMBERSHIP  INTEREST  REDEMPTION  AGREEMENT  ("Agreement") is made and
entered into this ___ day of April,  2001, by and among UNITY  WIRELESS  SYSTEMS
CORPORATION,  a  corporation  incorporated  under the laws of  British  Columbia
("Unity") TRFFIC SYSTEMS L.L.C. and Arizona limited company ("Traffic Systems"),
and TRAFFIC SAFETY PRODUCTS, INC., an Arizona corporation ("TSP").

                                    RECITALS

     A.  Unity and TSP are the  owners  of all of the  membership  interests  in
Traffic Systems.

     B. Unity wishes to transfer one hundred  percent  (100%) of its interest to
Traffic Systems (the  "Interest"),  and Traffic Systems wishes to redeem all the
Interest on the terms and conditions set forth herein.

     NOW, THEREFORE,  in consideration of the mutual covenants contained herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, the parties agree as follows:

                                   AGREEMENTS

     1. Redemption of Interest.  Unity hereby transfers to Traffic Systems,  and
Traffic Systems hereby redeems from Unity,  all of the Interest,  free and clear
of any liens, encumbrances, claims and rights of third parties.

     2. Redemption Price. In consideration for such redemption,  Traffic Systems
has agreed to assume certain  obligations  pursuant to that certain Agreement to
Redeem  Membership  Interest,  Transfer  Intellectual  Property  and Amend asset
Purchase Agreement.

     3. Representations, Warranties and Covenants of Unity. Unity owns, free and
clear of all liens,  encumbrances,  equities and claims whatsoever, the Interest
being sold pursuant to this  Agreement.  Unity has full legal right and power to
sell,  assign and transfer all of the Interest to Traffic Systems free and clear
of all  liens,  encumbrances,  claims and  rights of third  parties of  whatever
nature.

     4. Attorney Fees. The prevailing  party in any  litigation,  arbitration or
other proceeding  arising out of this Agreement shall be reimbursed by the other
party  for all costs  and  expenses  in such  proceeding,  including  reasonable
attorney fees.

     5.  Arbitration.  If any dispute  arises  between the Parties,  the Parties
agree to have an arbitrator settle the dispute,  the decision of such arbitrator
being deemed final and conclusive.  In the event of a dispute, the parties shall
attempt to agree on an arbitrator. If they are able to agree,





                                       13
<PAGE>

that arbitrator shall serve as the sole arbitrator. If the Parties are unable to
agree,  then the Parties shall each select an arbitrator,  and those arbitrators
shall select an independent  arbitrator,  which independent  arbitrator shall be
the sole arbitrator. The cost of any arbitration shall be shares equally between
the Parties.

     6. Miscellaneous

          a. Amendments. This agreement may not be amended or modified except in
writing signed by the parties.

          b. Entire Agreement.  This agreement contains the entire understanding
of the parties and supersedes any prior  understandings and agreements,  written
or oral, respecting the subjects discussed herein.

          c. Governing law. This Agreement  shall be governed by the laws of the
State of Arizona.

          d. Heirs and Assigns.  This Agreement shall be binding on and inure to
the benefit of the parties, their respective heirs, successors and assigns.

          e. Counterparts.  This Agreement may be executed in counterparts, each
of which, when executed, shall be deemed an original.

          f.  Authority.  Each party warrants that it has the authority to enter
into this Agreement and that the person  signing on its behalf,  if any, is duly
authorized to do so.

          g.  Fees  and  Expenses.  Each  party  shall  bear its own  legal  and
accounting fees, and other expenses of whatever nature.

          h. Notices.  Any and all notices  required by this Agreement  shall be
personally delivered or sent by Federal Express or other overnight mail, postage
prepaid, addressed as follows:

          To Unity:

                 Unity Wireless Systems Corporation
                 7438 Fraser Park Drive
                 Burnaby, B.C.
                 Canada V5J5B9
                 Attn: Tom Dodd

          To Traffic Systems:

                 Traffic Systems, L.L.C.
                 7441 East Butherus, Suite 300
                 Scottsdale, Arizona 85260
                 Attn: James L. Hill






                                       14

<PAGE>

          To TSP:

                 Traffic Safety Products, Inc.
                 7441 East Butherus, Suite 300
                 Scottsdale, Arizona 85260
                 Attn: James L. Hill

or at such  other  addresses  as the  parties  ma  designate  to each  other  in
accordance  with this Section.  A notice shall be deemed  effective when mailed,
or, if personally delivered, when delivered.

     DATED as of this ________ day of April, 2001.


                                UNITY WIRELESS SYSTEMS CORPORATION, a
                                Corporation incorporated under the laws of
                                British Columbia


                                By:      ____________________________________

                                Its:     ____________________________________


                                TRAFFIC SYSTEMS, LLC, an Arizona limited
                                Liability company

                                By:      ____________________________________

                                Its:     ____________________________________


                                TRAFIC SAFETY PRODUCTS, INC., an Arizona
                                corporation


                                By:      ____________________________________

                                Its:     ____________________________________









                                       15


<PAGE>

April 18, 2001


Mr. Jim Hill

Traffic Systems LLC
7441 East Butherus
Suite 300
Scottsdale, AZ     85260


RE:  CLARIFICATION OF PARAGRAPH 7


Dear Jim:

As we discussed,  this document is to confirm that  Paragraph 7 on Page 3 of the
"Agreement to Redeem Membership  Interest,  Transfer  Intellectual  Property and
Amend Asset  Purchase  Agreement"  does not apply to the original Asset Purchase
Agreement, Paragraph 1 (c).

As part of the  original  Asset  Purchase  Agreement,  Unity  promised to supply
enough  materials to build  detectors  for 100 4-way  intersections.  Since that
time,  there has been a question raised as to the number of Atlas horns required
for 100 intersections (i.e. 400 or 800 horns).

We agree to work out the  payments  for  these  horns  separately  from the main
Agreement. Please signify your agreement by signing below.

Regards,


Tom Dodd
Senior Vice-President & General Manager,
Unity Wireless Systems Corporation

         James L. Hill                      ---------------------------------

         For Traffic Sytems LLC




                                       16
<PAGE>

April 9, 2001


Mr. Jim Hill

Traffic Systems LLC
7441 East Butherus
Suite 300
Scottsdale, AZ     85260


RE:  AMENDMENT TO ASSET PURCHASE AGREEMENT


Dear Jim:

As we discussed,  this document is to amend the Asset Purchase Agreement,  dated
for reference  October 6, 2000,  between  Unity  Wireless  Systems  Corporation,
568608 BC Ltd. (since  amalgamated with Unity Wireless  Systems Corp.),  Traffic
Systems LLC, Traffic Safety Products Inc. and James Hill, as follows:

Replace the last sentence of Paragraph 4 (Royalty Payment) with:

     Such royalty shall be paid by Buyer  commencing on the fifteenth (15th) day
     of the first quarter of 2001 and continuing on the thirtieth  (30th) day of
     each  quarter  thereafter  based  upon the gross  profits  of Buyer for the
     immediately preceding quarter.

Please signify your agreement by signing and returning this document.

Regards,

Tom Dodd
Senior Vice-President & General Manager,
Unity Wireless Systems Corporation


         Traffic Systems LLC                ----------------------------------

         Traffic Safety Products Inc.       ----------------------------------

         James L. Hill                      ----------------------------------




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