Exhibit 2.1

ASSET PURCHASE AGREEMENT

AMONG

EIS ELECTRONIC INTEGRATED SYSTEMS INC.

- and -

DAN MANOR

- and -

FAYE MANOR

- and -

DONALD D. DREWELL

- and -

MENDEL M. GREENBERG

- and -

FAYE AND DAN MANOR FAMILY TRUST

- and -

MMG TRUST

- and -

DREWELL FAMILY TRUST

- and -

IMAGE SENSING SYSTEMS, INC.

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TABLE OF CONTENTS

|          |                                       |                                                                                            |     
|--------- | ------------------------------------- | ------------------------------------------------------------------------------------------ | ----
|          |                                       |                                                                                            | Page
|          |                                       |                                                                                            |     
|          |                                       |                                                                                            |     
|ARTICLE 1 | INTERPRETATION                        | 5                                                                                         
|1.1       |                                       | Definitions                                                                                | 5   
|1.2       |                                       | Statutes                                                                                   | 22  
|1.3       |                                       | Generally Accepted Accounting Principles                                                   | 22  
|1.4       |                                       | Headings and References                                                                    | 22  
|1.5       |                                       | Number and Gender                                                                          | 22  
|1.6       |                                       | Schedules                                                                                  | 23  
|1.7       |                                       | Applicable Law                                                                             | 23  
|1.8       |                                       | Currency                                                                                   | 23  
|1.9       |                                       | Calculation of Time                                                                        | 23  
|1.10      |                                       | Knowledge                                                                                  | 23  
|1.11      |                                       | Third Party Beneficiaries                                                                  | 24  
|         
|ARTICLE 2 | PURCHASE AND SALE OF PURCHASED ASSETS | 24                                                                                        
|2.1       |                                       | Purchase and Sale of Purchased Assets                                                      | 24  
|2.2       |                                       | Non-Assignable Contracts                                                                   | 24  
|2.3       |                                       | Place of Closing                                                                           | 25  
|         
|ARTICLE 3 | CONSIDERATION FOR PURCHASED ASSETS    | 25                                                                                        
|3.1       |                                       | Purchase Price                                                                             | 25  
|3.2       |                                       | Allocation of Purchase Price                                                               | 26  
|3.3       |                                       | Taxes                                                                                      | 26  
|3.4       |                                       | Assumed Liabilities                                                                        | 26  
|3.5       |                                       | Excluded Liabilities                                                                       | 27  
|3.6       |                                       | Interest                                                                                   | 27  
|3.7       |                                       | Escrow                                                                                     | 28  
|3.8       |                                       | Earn-Out                                                                                   | 28  
|3.9       |                                       | Restrictions on Stock Consideration                                                        | 32  
|3.10      |                                       | Closing Obligations                                                                        | 32  
|         
|ARTICLE 4 | REPRESENTATIONS AND WARRANTIES        | 35                                                                                        
|4.1       |                                       | Representations and Warranties of EIS                                                      | 35  
|4.2       |                                       | Representations and Warranties of Mr. Manor                                                | 56  
|4.3       |                                       | Representations and Warranties of Principals and Shareholders                              | 60  
|4.4       |                                       | Representations and Warranties of Buyer                                                    | 62  
|4.5       |                                       | Commission                                                                                 | 63  
|4.6       |                                       | Non-Waiver                                                                                 | 63  
|4.7       |                                       | Qualification of Representations and Warranties                                            | 63  
|4.8       |                                       | Survival of Covenants, Representations and Warranties of EIS                               | 64  
|4.9       |                                       | Survival of Covenants, Representations and Warranties of the
  Principals and Shareholders | 64  
|4.10      |                                       | Survival of Covenants, Representations and Warranties of Buyer                             | 65  
|         
|ARTICLE 5 | OTHER COVENANTS OF THE PARTIES        | 65                                                                                        

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TABLE OF CONTENTS(continued)

|          |                 |                                                          |     
|--------- | --------------- | -------------------------------------------------------- | ----
|          |                 |                                                          | Page
|          |                 |                                                          |     
|5.1       |                 | Bulk Sales                                               | 65  
|5.2       |                 | Filings with Governmental Agencies                       | 66  
|5.3       |                 | PST and Other Clearance Certificates                     | 66  
|5.4       |                 | Change Name of EIS                                       | 66  
|5.5       |                 | Non-Competition-Non-Solicitation                         | 66  
|5.6       |                 | Discharge of Security Interest                           | 66  
|5.7       |                 | Removing Excluded Assets                                 | 66  
|5.8       |                 | Customer and Other Business Relationships                | 67  
|5.9       |                 | Discharge of Obligations Under Contracts etc.            | 67  
|5.10      |                 | Warranty Claims                                          | 67  
|5.11      |                 | Litigation                                               | 68  
|5.12      |                 | Registration Procedures                                  | 68  
|5.13      |                 | Piggyback Registration Rights                          | 72  
|5.14      |                 | Indemnification                                          | 73  
|5.15      |                 | Post-Closing Access                                      | 76  
|5.16      |                 | Lock-Up Agreements                                       | 76  
|5.17      |                 | Key Man Insurance                                        | 76  
|5.18      |                 | Audited Financial Statements                             | 77  
|         
|ARTICLE 6 | INDEMNIFICATION | 77                                                      
|6.1       |                 | Definitions                                              | 77  
|6.2       |                 | Indemnification by EIS, Mr. Manor and Manor Family Trust | 79  
|6.3       |                 | Indemnification by the Buyer                             | 80  
|6.4       |                 | Indemnity by the Principals and Shareholders             | 80  
|6.5       |                 | Indemnity in respect of the Litigation                   | 81  
|6.6       |                 | Agency for Representatives                               | 81  
|6.7       |                 | Notice of Third Party Claims                             | 81  
|6.8       |                 | Defence of Third Party Claims                            | 81  
|6.9       |                 | Assistance for Third Party Claims                        | 82  
|6.10      |                 | Settlement of Third Party Claims                         | 82  
|6.11      |                 | Direct Claims                                            | 83  
|6.12      |                 | Failure to Give Timely Notice                            | 83  
|6.13      |                 | Reductions and Subrogation                               | 83  
|6.14      |                 | Tax Effect                                               | 84  
|6.15      |                 | Payment and Interest                                     | 84  
|6.16      |                 | Limitation                                               | 84  
|6.17      |                 | Rights in Addition                                       | 86  
|6.18      |                 | Set-Off                                                  | 86  
|6.19      |                 | Recourse                                                 | 86  
|6.20      |                 | Ongoing Capitalization of EIS                            | 87  
|6.21      |                 | Duty to Mitigate                                         | 87  
|6.22      |                 | General Limitations                                      | 87  
|6.23      |                 | Survival, Non-Waiver                                     | 87  

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TABLE OF CONTENTS(continued)

|          |                                    |                        |     
|--------- | ---------------------------------- | ---------------------- | ----
|          |                                    |                        | Page
|          |                                    |                        |     
|ARTICLE 7 | CONDITIONS PRECEDENT               | 87                    
|7.1       |                                    | Buyers Conditions     | 87  
|7.2       |                                    | Sellers Conditions    | 89  
|7.3       |                                    | Waiver                 | 90  
|         
|ARTICLE 8 | DISPUTE RESOLUTION AND ARBITRATION | 90                    
|8.1       |                                    | Purpose                | 90  
|8.2       |                                    | Notice of Dispute      | 90  
|8.3       |                                    | Arbitration            | 91  
|8.4       |                                    | Additional Parties     | 91  
|8.5       |                                    | Recourse to Courts     | 92  
|8.6       |                                    | Confidentiality        | 92  
|8.7       |                                    | Continuing Performance | 92  
|8.8       |                                    | Survival               | 93  
|         
|ARTICLE 9 | GENERAL                            | 93                    
|9.1       |                                    | Expenses               | 93  
|9.2       |                                    | Time                   | 93  
|9.3       |                                    | Notices                | 93  
|9.4       |                                    | Assignment             | 95  
|9.5       |                                    | Further Assurances     | 96  
|9.6       |                                    | Remedies Cumulative    | 96  
|9.7       |                                    | Public Announcements   | 96  
|9.8       |                                    | Entire Agreement       | 97  
|9.9       |                                    | Amendment              | 97  
|9.10      |                                    | Waiver of Rights       | 97  
|9.11      |                                    | Counterparts           | 97  
|9.12      |                                    | Electronic Execution   | 97  
|9.13      |                                    | Severability           | 97  

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ASSET PURCHASE AGREEMENT

|       |                                                                                               
|------ | ----------------------------------------------------------------------------------------------
|       | THIS AGREEMENT is made this 6th day of
 December, 2007                                        
|       |                                                                                               
|AMONG: |                                                                                               
|       |                                                                                               
|       | EIS ELECTRONIC INTEGRATED SYSTEMS INC., 
 a corporation incorporated under the laws of Ontario
|       |                                                                                               
|       | (EIS)                                                                                       
|       |                                                                                               
|       | - and -                                                                                       
|       |                                                                                               
|       | DAN MANOR, 
 an individual resident in Toronto, Ontario                                       
|       |                                                                                               
|       | (Mr. Manor)                                                                                 
|       |                                                                                               
|       | - and -                                                                                       
|       |                                                                                               
|       | FAYE MANOR, 
 an individual resident in Toronto, Ontario                                      
|       |                                                                                               
|       | (Mrs. Manor)                                                                                
|       |                                                                                               
|       | - and -                                                                                       
|       |                                                                                               
|       | DONALD D. DREWELL, 
 an individual resident in Uxbridge, Ontario                              
|       |                                                                                               
|       | (Mr. Drewell)                                                                               
|       |                                                                                               
|       | - and -                                                                                       
|       |                                                                                               
|       | MENDEL M. GREENBERG,
 an individual resident in Toronto, Ontario                              
|       |                                                                                               
|       | (Mr. Greenberg)                                                                             
|       |                                                                                               
|       | - and -                                                                                       
|       |                                                                                               
|       | FAYE AND DAN MANOR FAMILY TRUST, 
 a trust resident in Toronto by its trustee, Dan Manor      
|       |                                                                                               
|       | (Manor Trust)                                                                               
|       |                                                                                               
|       | - and -                                                                                       

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- 5 -

|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                            | MMG TRUST, 
 a trust resident in Toronto by its trustee, Larry Iskov                                                                                                                                                       
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|                                                                                                                                                                                                                            | (MMG Trust)                                                                                                                                                                                                              
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|                                                                                                                                                                                                                            | - and -                                                                                                                                                                                                                    
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|                                                                                                                                                                                                                            | DREWELL FAMILY TRUST, 
 a trust resident in Toronto by its trustee, Larry Iskov                                                                                                                                            
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|                                                                                                                                                                                                                            | (Drewell Trust)- and -                                                                                                                                                                                                   
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|                                                                                                                                                                                                                            | IMAGE SENSING SYSTEMS, INC., 
 a corporation incorporated under the laws of Minnesota                                                                                                                                      
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|                                                                                                                                                                                                                            | (the Buyer)                                                                                                                                                                                                              
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|BACKGROUND:                                                                                                                                                                                                                
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|A.                                                                                                                                                                                                                          | EIS carries
 on the business of manufacturing radar technology solutions for traffic
 management applications and its corporate headquarters are located at 150
 Bridgeland Avenue, Toronto, Ontario.                      
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|B.                                                                                                                                                                                                                          | *                                                  is
 the owner of

*                                                 regarding
 the operation 
 of radar sensors which are intended to be used in the * of EIS business.
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|C.                                                                                                                                                                                                                          | The Buyer
 has agreed to purchase and acquire certain assets and property of EIS and Mr.
 Manor as provided in this Agreement.                                                                                             
|                                                                                                                                                                                                                            |                                                                                                                                                                                                                            
|IN
CONSIDERATION of the premises and the
 mutual respective agreements in this Agreement, and of other consideration
 (the receipt and sufficiency of which are acknowledged by each Party), the
 Parties agree as follows:

ARTICLE 1 
INTERPRETATION

|    |                                                                         |                    
|--- | ----------------------------------------------------------------------- | -------------------
|1.1 |                                                                         | Definitions        
|    |                                                                         |                    
|    |                                                                         | In this
 Agreement,
|    |                                                                         |                    
|    | 1933 Act means the United States Securities
 Act of 1933, as amended;
|    |                                                                         |                    
|    | 1934 Act has the meaning set forth in
 Section 5.12.1(d);            

* Confidential treatment
requested.

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- 6 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2007 Trial Balance means the trial
 balance of EIS for the fiscal year ended September, 30, 2007, a copy of which
 is attached to the EIS Disclosure Letter at Schedule 4.1.8(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Accounting Records means all of the
 books of account, accounting records and other financial data and information
 related to or used in the Business, including copies of filed Tax Returns and
 tax assessment notices for each of the fiscal years of EIS commencing on or
 after October 1, 2004;                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Accounts Payable means the accounts
 payable and accrued liabilities of EIS as at the Closing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Accounts Receivable means all accounts
 and notes receivable, trade accounts, book debts and other related debts or
 rights of payment due or accruing to EIS and the full benefit of all security
 therefor and any claim, remedy or other right related to any of the
 foregoing;                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Acquired Business means the business
 heretofore carried on by EIS and acquired by the Buyer consisting of
 designing, manufacturing and marketing radar technology solutions for traffic
 management applications, as now or hereafter constituted and whether
 conducted directly or indirectly by the Buyer, its Affiliates or otherwise;                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Affiliate means, when used to indicate a
 relationship with a specified Person, a Person that directly, or indirectly
 through one or more intermediaries, controls, or is controlled by, or is
 under common control with, such specified Person and a Person shall be deemed
 to be controlled by another Person if controlled in any manner whatsoever
 that results in control in fact by that other Person (or that other Person
 and any Person or Persons with whom that other Person is acting jointly or in
 concert), whether directly or indirectly, and whether through the ownership
 of securities, a trust, a contract or otherwise;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Agreement means this asset purchase
 agreement and all schedules, whether attached or incorporated by reference,
 in each case, as supplemented, amended, restated or replaced from time to
 time by a written agreement signed by the Parties;                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Applicable Law means (i) any domestic or
 foreign statute, law (including the common and civil law and equity),
 constitution, code, ordinance, rule, regulation, restriction, regulatory
 policy or guideline having the force of law, by-law (zoning or otherwise) or
 Order, (ii) any consent, exemption, approval or Licence of any Governmental Authority,
 and (iii) any policy, practice or guideline of, or contract with, any
 Governmental Authority which, although not actually having the force of law,
 is considered by such Governmental Authority as having the force of law;                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Arbitrator has the meaning set forth in
 Schedule 8.3.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Assessments has the meaning set forth in
 Section 4.1.20;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | Assignment and Assumption Agreement has
 the meaning set forth in Section 3.10(a)(ii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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- 7 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Assignment and Assumption of Lease Agreement
 has the meaning set forth in Section 3.10(a)(iii);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Assumed Liabilities has the meaning set
 forth in Section 3.4;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Benefit Plans means all employee benefit
 plans, agreements and arrangements (whether oral or written, formal or
 informal, funded or unfunded) maintained for, available to or otherwise
 relating to any Employees or in respect of which EIS is obligated to
 contribute, whether or not insured and whether or not subject to any
 Applicable Law, including bonus, deferred compensation, incentive
 compensation, share purchase, share appreciation, share option, severance and
 termination pay, hospitalization, health and other medical benefits, life and
 other insurance, dental, vision, legal, long-term and short-term disability,
 salary continuation, vacation, supplemental unemployment benefits, education
 assistance, profit-sharing, mortgage assistance, employee loan, employee
 assistance and pension, retirement and supplemental retirement plans,
 programs and agreements (including any defined benefit or defined
 contribution Pension Plan and any group registered retirement savings plan),
 except that the term Benefit Plans shall not include any statutory plans
 with which EIS is required to comply, including the Canada/Quebec Pension
 Plan and plans administered pursuant to applicable provincial health tax,
 workers compensation and workers safety and employment insurance
 legislation;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | body corporate has the meaning ascribed
 to it by the Business Corporations Act
 (Ontario) on the date hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Books and Records means the Accounting
 Records, the corporate records of a Seller, and all sales and purchase
 records, lists of suppliers and customers, credit and pricing information,
 formulae, business, engineering and consulting reports and research and
 development information and plans and projections of or relating to the
 Purchased Assets or the Business and all other documents, files, records,
 correspondence, and other data and information, financial or otherwise, which
 are relevant to the Purchased Assets or the Business, including all data and
 information stored electronically or on computer related media;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Bring-Down Date means September 30,
 2006;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Buildings means all plants, buildings,
 structures, erections, improvements, appurtenances and fixtures (including
 fixed machinery and fixed equipment) situate on or forming part of the Leased
 Premises;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Business means the business carried on
 by EIS of designing, manufacturing and marketing radar technology solutions
 for traffic management applications;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | Business Day means any day of the week
 other than a Saturday, Sunday or day on which Canadian chartered banks in
 Toronto, Ontario or state or U.S. chartered banks in Minneapolis, Minnesota
 are authorized or obligated by law to close or are generally closed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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- 8 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Buyer Shares means the shares of common
 stock, $0.01 per share par value, of the Buyer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Buyers Accountants has the meaning set
 forth in Section 3.8.3;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Canadian Business means Canadian Business
 as such term is defined in the Investment Canada Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Canadian Generally Accepted Accounting Principles
 or Canadian GAAP means
 generally accepted accounting principles from time to time approved by the
 Canadian Institute of Chartered Accountants, or any successor institute,
 applicable as at the date on which any calculation or determination is
 required to be made in accordance with generally accepted accounting
 principles, and where the Canadian Institute of Chartered Accountants
 includes a recommendation in its Handbook concerning the treatment of any
 accounting matter, such recommendation will be regarded as the only generally
 accepted accounting principle applicable to the circumstances that it covers;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Certificate of Selling Agent or Broker
 has the meaning set forth in Section 5.12.3(e);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | China Joint Venture means the joint
 venture company known as Shenzhen Goodtel EIS Electronic Technology Co., Ltd.
 governed by the China JV Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | China JV Agreement means the agreement
 between Shenzhen Goodtel Industrial Co., Ltd. and Eastern Base (Asia) Limited
 dated June 20, 2005;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | China JV Contracts means the Contracts
 set forth on Schedule 1.1(b) to the EIS Disclosure Letter included within the
 Purchased Assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | China JV Terminated Contracts means the
 agreements set forth on Schedule 1.1(c) to the EIS Disclosure Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Claimant has the meaning set forth in
 the EIS Disclosure Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Closing means the completion of the sale
 to, and the purchase by, the Buyer of the Purchased Assets and the completion
 of all other transactions contemplated by this Agreement that are to occur
 contemporaneously with the purchase and sale of the Purchased Assets;                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Closing Document means any document
 delivered at or subsequent to the Closing as provided in or pursuant to this
 Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Competition Act means the Competition ActR.S.C. 1985, c. C-34, as
 amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | Condition of the Business means the
 condition of the Business, including the Purchased Assets, liabilities,
 operations, activities, earnings, prospects, affairs and financial position
 of the Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---



- 9 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Confidential Information means any and
 all information, ideas and concepts relating to the Business, purpose or
 competitive interests of EIS or any of its Affiliates, including any and all
 (i) Intellectual Property; (ii) data, databases, results, analyses,
 procedures, formulae, specifications, techniques, methodology and technical
 and scientific expertise which relate to such Persons products or services;
 (iii) Business, financial, marketing, manufacturing, sales, distribution,
 customer, licensor, licensee and supply information; (iv) information related
 to such Persons internal organization, personnel, methods and procedures, pricing,
 credit, Technology, Software, facilities, capabilities, research,
 development, planning and work in process; (v) Personal Information; and (vi)
 information which would reasonably be considered to be confidential
 information of such Person, whether in written, oral or electronic form; but
 does not include any:
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | information
 that is in the public domain or becomes publicly available through no act or
 failure to act by EIS or any of its Affiliates;                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | information
 which is required to be disclosed by Applicable Law, provided that EIS
 immediately notifies the Buyer of such disclosure requirement and the Buyer
 has the opportunity to contest or obtain a court order preventing such
 disclosure; or
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | was, is or
 becomes available to the Buyer on a non-confidential basis from a third party
 not bound by a confidentiality agreement, or any legal obligation restricting
 disclosure;                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | Confidentiality Agreement means the
 letter regarding confidentiality of the Buyer to EIS dated February 21, 2007;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | Consulting Agreement means the
 consulting contract entered into between the Buyer and/or its designated
 Affiliate and Donald David Drewell Developments Inc. at the Closing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | Contract includes all contracts,
 agreements, licenses, leases (other than Leases), commitments, entitlements
 and engagements used in connection with the Business, whether written or
 oral, pursuant to which a Seller or a subsidiary thereof is subject to any
 obligation or restriction or is entitled to any right or benefit and includes
 (i) all quotations, bids, proposals, orders or tenders which remain open for
 acceptance; (ii) all unfilled customer purchase orders, sales contracts and
 engagements; (iii) all forward commitments for supplies or materials; (iv)
 any deposits made in connection with any of the foregoing; (v) Warranty
 Rights; and (vi) any comfort letters or letters of intent, whether or not the
 same are legally binding;                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | Copyright means any and all copyrights,
 moral rights, copyright registrations and applications therefor, anywhere in
 the world, whether or not registered or registrable of a Seller;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                         
| | Disposal means any disposal by any means
 including dumping, incineration, spraying, pumping, injecting, depositing or
 burying;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---



- 10 -

| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Dispute includes any dispute,
 controversy, claim, counterclaim or similar matter:                                                                                                                     
| |                                                                                                                                                                                                          
| | (a)                                                                                                                                                                                                       | which
 relates to or arises out of or in connection with this Agreement or a Closing
 Document (including any certificate, instrument, deed, assignment or other
 document contemplated or delivered hereunder), including the validity,
 construction, meaning, performance or effect of this Agreement or such
 Closing Document or the rights and liabilities of the Parties to this
 Agreement or to such Closing Document; or
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                       | in respect
 of any defined legal relationship associated with this Agreement or any
 Closing Document or derived from it;                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | but shall
 not include any dispute to be resolved pursuant to Section 3.8.4(b);                                                                                                                          
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Dispute Notice has the meaning set forth
 in Section 8.2;                                                                                                                                              
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Disputed Patent has the meaning set
 forth in the EIS Disclosure Letter;                                                                                                                               
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Earn-Out Consideration has the meaning
 set forth in Section 3.1;                                                                                                                                      
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Earn-Out Payment has the meaning set
 forth in Section 3.8.1;                                                                                                                                          
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Earn-Out Period means the period ending
 three calendar years after the date of Closing;                                                                                                               
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Earn-Out Year has the meaning set forth
 in Section 3.8.1;                                                                                                                                             
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | EBITDAMF has the meaning set forth in
 Section 3.8.3;                                                                                                                                                  
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | Effective Time means 11:59 p.m. on the
 date of Closing;                                                                                                                                               
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | EIS Assets means the following assets
 and property, real, personal or mixed, tangible and intangible, wherever
 located, and specifically excluding the Excluded Assets, used by EIS in the
 Business:
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (a)                                                                                                                                                                                                       | the right,
 title and interest of EIS in, to and under the Leases and the Leased
 Premises, all leasehold improvements pertaining to the Leases and Leased
 Premises, all fixtures located in, on or about the Leased Premises and all
 appurtenances thereto;                                                                                                                                                                    
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                       | subject to
 Section 2.2, all Contracts;                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (c)                                                                                                                                                                                                       | the
 Equipment;                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (d)                                                                                                                                                                                                       | Inventory
 other than Obsolete Inventory;                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (e)                                                                                                                                                                                                       | subject to
 Section 2.2, all Equipment Leases including the full benefit of all service
 contracts relating to the Equipment Leases or any Equipment or other assets
 and all options, including options to purchase thereunder;                                                                                                                                                                                                  

---



- 11 -

| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f)                                                                                                                                                                                               | the
 Intellectual Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g)                                                                                                                                                                                               | the
 Technology;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h)                                                                                                                                                                                               | the other
 intangible rights and property relating to the Business including going
 concern value, the goodwill of the Business, including the exclusive right of
 the Buyer to represent itself as carrying on the Business in succession to
 EIS and all right, title and interest of EIS in, to and in respect of the
 name EIS and Electronic Integrated Systems and variations thereof and all
 dates, lists, files, records and information relating to the suppliers,
 customers, prospective customers and employees of the Business and all
 pertinent files, catalogues and promotional materials relating to the
 Business and the EIS Assets, telephone, facsimile, website and email listings
 and addresses;
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (i)                                                                                                                                                                                               | the Warranty
 Rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (j)                                                                                                                                                                                               | the
 Transferable Licences;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (k)                                                                                                                                                                                               | the
 insurance benefits, including rights and proceeds, arising from or relating
 to the Business, the EIS Assets or the Assumed Liabilities prior to Closing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (l)                                                                                                                                                                                               | all claims
 of EIS against third parties relating to the EIS Assets, whether choate or
 inchoate, known or unknown, contingent or noncontingent, including all such
 claims listed in Section 4.1.7 of the EIS Disclosure Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (m)                                                                                                                                                                                               | all rights
 of EIS relating to Prepaid Expenses, claims for refunds and rights to offset
 in respect thereof that are not an Excluded Asset;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (n)                                                                                                                                                                                               | the Books
 and Records;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (o)                                                                                                                                                                                               | all artwork,
 signs, facia, merchandising units, exhibits and packaging; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (p)                                                                                                                                                                                               | all proceeds
 of any or all of the foregoing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | EIS Disclosure Letter means the letter
 of EIS to Buyer dated the date hereof which sets forth certain information
 including information to qualify the representations and warranties of EIS;
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | EIS Intellectual Property has the
 meaning set forth in Section 4.1.16;                                                                                                                        
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Electronic Transmission has the meaning
 set forth in Section 9.3;                                                                                                                             
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Employees means the employees of EIS or
 an Affiliate thereof as at the date hereof;                                                                                                           
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Employment Agreement means the
 employment contract entered into between the Buyer and/or its designated
 Affiliate and Mr. Manor at the Closing;                                              
| |                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | Encumbrance means any encumbrance of any
 kind whatever (registered or unregistered) and includes any security
 interest, mortgage, lien, hypothec, pledge,                                    

---



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | hypothecation,
 assignment, charge, security under Section 426 or Section 427 of the Bank Act(Canada), trust or deemed trust
 (whether contractual, statutory or otherwise arising) a voting trust or
 pooling agreement with respect to securities, any adverse claim or joint
 ownership interest, grant of any exclusive licence or sole licence, or any
 other right, option or claim of others of any kind whatever, affecting the
 Purchased Assets, any covenant or other agreement, restriction or limitation
 on the transfer of the Purchased Assets or the use thereof, or a deposit by
 way of security and an easement, restrictive covenant, limitation, agreement or
 right of way, restriction, encroachment, burden or title reservation of any
 kind affecting any rights or privileges capable of becoming any of the
 foregoing;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Enforcement Rights means any and all
 rights, benefits, title, interests, remedies, including rights of priority,
 right to file, defend, prosecute, bring causes of action, make claims,
 settle, receive damages, maintain, renew, assign, license and enforce, and
 rights to indemnities, warranties, royalties, profits, income and proceeds;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Environment includes the air, surface
 water, groundwater, body of water, any land, soil or underground space even
 if submerged under water or covered by a structure, all living organisms and
 the interacting natural systems that include components of air, land, water,
 organic and inorganic matters and living organisms and the environment or
 natural environment as defined in any Environmental Law, and Environmental will have a similar
 extended meaning;                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Environmental Compliance Review includes
 all environmental audits, assessments and all studies or evaluations related
 in any way to the Business or the Purchased Assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Environmental Laws means all Applicable
 Laws relating in whole or in part to the Environment including those relating
 to the storage, generation, use, handling, manufacture, processing,
 transportation, import, export, treatment, Release or Disposal of any
 Hazardous Substance and any laws relating to asbestos or asbestos containing
 materials in the Environment, in the workplace or in any Building;                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Environmental Notice includes any
 directive, Order, claim, litigation, investigation, proceeding, judgment,
 letter or other communication, written or oral, actual or implied, from any
 Person, relating to non-compliance with or breach of any Environmental Law or
 Environmental Permit;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Environmental Permits includes all
 permits, certificates, approvals, consents, authorizations, registrations,
 and licences issued, granted, conferred, created or required by any
 Governmental Authority pursuant to any Environmental Laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | Equipment means all fixed assets and
 tangible personal property, machines, trucks, vehicles, and other mobile
 equipment, fixtures, tools, moulds, jigs, dies, furniture, furnishings,
 vehicles, material handling equipment, computers, photocopiers, office
 equipment, supplies, implements, tools and spare parts used by a Seller in
 connection with the Business including the fixed assets and tangible personal
 property described in Schedule 1.1(a) of the EIS Disclosure Letter;                                                                                                                                                                                                                                                                                                                                                   

---



- 13 -

| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Equipment Leases means the leases of
 Equipment listed or identified on Schedule 4.1.26 of the EIS Disclosure
 Letter;                                                                               
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | Escrow Agent means Wells Fargo Bank,
 N.A., the escrow agent appointed pursuant to the provisions of the Escrow
 Agreement;                                                                          
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | Escrow Agreement means an escrow
 agreement executed on Closing by EIS, Mr. Manor (on his own behalf and as
 representative of the Principals and the Shareholders), the Buyer and the
 Escrow Agent;
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | Escrow Amount has the meaning set forth
 in Section 3.1.1;                                                                                                                                           
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | Escrow Shares has the meaning set forth
 in Section 3.1.1;                                                                                                                                           
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | Excluded Assets means all assets of EIS
 that are not EIS Assets, including the following, which will remain the
 property of EIS:                                                                   
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (a)                                                                                                                                                                                                     | all cash,
 cash equivalents, bank balances, moneys in possession of banks and other
 depositories (other than security deposits held by suppliers), term deposits
 and similar cash property of, owned or held by or for the account of EIS at
 the Closing;          
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (b)                                                                                                                                                                                                     | all Obsolete
 Inventory;                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (c)                                                                                                                                                                                                     | all Accounts
 Receivable including, for greater certainty, any costs or expenses paid by
 the Claimant to EIS in respect of the Litigation conducted prior to the date
 hereof;                                                                                       
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (d)                                                                                                                                                                                                     | all
 scientific research and experimental development credits under the Income Tax Act(Canada);                                                                                                                                                                       
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (e)                                                                                                                                                                                                     | all
 non-transferable licences, permits and approvals issued by any Governmental
 Authority that relate to the Business;                                                                                                                                              
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (f)                                                                                                                                                                                                     | all property
 and assets held or maintained by EIS in connection with any Benefit Plan,
 except as expressly provided herein;                                                                                                                                         
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (g)                                                                                                                                                                                                     | all rights
 of EIS under this Agreement and under each Closing Document;                                                                                                                                                                                              
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (h)                                                                                                                                                                                                     | all
 property, rights and assets of the Business transferred or disposed of by EIS
 prior to the Closing in the ordinary course of business;                                                                                                                          
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (i)                                                                                                                                                                                                     | all personal
 assets listed in Section 1.1 of the EIS Disclosure Letter;                                                                                                                                                                                              
| |                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                       
| | (j)                                                                                                                                                                                                     | all rights
 or interests of EIS in the China Joint Venture, the China JV Agreement or
 Contracts with or pertaining to the China Joint Venture including the China
 JV Terminated Contracts but not including the China JV Contracts which shall
 be Purchased Assets;

---



- 14 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Excluded Liabilities has the meaning set
 forth in Section 3.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Financial Statements means the financial
 statements of EIS for the fiscal years ended September 30, 2006 and September
 30, 2005 inclusive, copies of which are attached to the EIS Disclosure Letter
 at Schedule 4.1.8(a), each consisting of a balance sheet, statement of profit
 and loss and statement of changes in financial position together with the
 notes thereto;                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Fourth Generation Products means the
 products to be manufactured and distributed by EIS in the future based in
 part on the
 *                    
 under the trade name RTMS with the added features as set out on the
 Transition Schedule;                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Governing Documents means the
 certificate and articles of incorporation, articles of amendment and by-laws
 or other equivalent documents or instruments of a similar nature or pertaining
 to a corporation under the Applicable Laws of the jurisdiction governing such
 corporation;                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Governmental Authority means (i) any
 court, judicial body or arbitral body, (ii) any domestic or foreign
 government whether multinational, national, federal, provincial, territorial,
 state, municipal or local and any governmental agency, governmental
 authority, governmental tribunal or governmental commission of any kind
 whatever, (iii) any subdivision or authority of any of the foregoing, (iv)
 any quasi-governmental or private body exercising any regulatory,
 expropriation or taxing authority under or for the account of any of the
 above, (v) any supranational or regional body such as the World Trade
 Organization, and (vi) any stock exchange;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | GST means tax payable under Part IX of
 the Excise Tax Act (Canada);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Hazardous Substance means any pollutant,
 contaminant, waste, hazardous substance, hazardous material, toxic substance,
 dangerous substance or dangerous good as defined, judicially interpreted or
 identified in any Environmental Law;                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Hired Employee means an Employee that
 accepts the offer of employment of Buyer or its Affiliate in connection
 herewith;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | HSR Act means the Hart-Scott-Rodino
 Antitrust Improvements Act of 1976, 15 United States Code, Section 18a and
 the pre-merger notification rules under 16 C.F.R. Parts 801-803                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | including means including without
 limitation and the term including shall not be construed to limit any
 general statement which it follows to the specific or similar items or
 matters immediately following it;                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Industrial Designs means the industrial
 design rights, industrial designs, design patents, industrial design or
 design patent registrations and applications therefor, whether or not registered
 or registrable,
 *                    
 including the industrial design or design patent registrations and
 applications set forth in Schedule 4.1.16 to the EIS                                                                                                                                                                                                                                                                                                             

* Confidential treatment
requested.

---



- 15 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Disclosure
 Letter and any reissues, divisions, continuations, continuations-in-part,
 renewals, improvements, translations, derivatives, modifications and
 extensions of any of the foregoing;                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | Integrated Circuit Topographies means
 the integrated circuit topography rights, integrated circuit topographies and
 integrated circuit topography applications, whether or not registered or
 registrable, *                    including the integrated circuit topography registrations and
 applications set forth in Schedule 4.1.16 to the EIS Disclosure Letter and
 any reissues, divisions, continuations, continuations-in-part, renewals,
 improvements, translations, derivatives, modifications and extensions of any
 of the foregoing;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | Intellectual Property means any and all
 of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Copyrights;                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Patents;                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Trade-marks;                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Industrial
 Designs;                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Integrated
 Circuit Topographies;                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | rights in or
 to processes, know-how, show-how, methods, trade secrets of a Seller;                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | other
 industrial or intellectual property rights, anywhere in the world, whether or
 not registered or registrable, of a Seller including any reissues, divisions,
 continuations, continuations-in-part, renewals, improvements, translations,
 derivatives, modifications and extensions of any of the foregoing;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Enforcement
 Rights in or with respect to any of the foregoing; and                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | rights,
 covenants, licenses, sub-licenses, franchises, leases, pledges, Encumbrances,
 benefits, trusts or escrows granted to or by the applicable Person in respect
 of any of the foregoing;                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | Interim Trial Balance means the trial
 balance of EIS as at July 31, 2007, a copy of which is attached to the EIS
 Disclosure Letter as Schedule 4.1.8(b);                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | Inventory means all inventories of EIS,
 including all raw materials, work-in-progress, stock-in-trade, finished
 goods, spare parts, supplies, of or pertaining to the Business;                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | Investment Canada Act means the Investment Canada Act, R.S.C. c.28 (1st
 Supp.);                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                     
| | Investment Canada Act Approval means either
 the receipt by the Buyer of a notice under the Investment Canada Act that the
 Minister designated under the Investment Canada Act (i) is satisfied that the
 transactions contemplated by this Agreement are likely                                                                                                                                                                                                                                                                                     

* Confidential treatment
requested.

---



- 16 -

| |                                                                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | to be of net
 benefit to Canada, or (ii) is deemed under the Investment Canada Act to be so
 satisfied;                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Investor has the meaning set forth in
 Section 5.12.1(a);                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Investor Questionnaire has the meaning
 set forth in Section 5.12.1;                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | JV Financial Statements means the
 financial statements of the China Joint Venture for the fiscal years ended
 December 31, 2006 and 2005 inclusive and the interim period ended September
 30, 2007, copies of which are attached to the EIS Disclosure Letter at
 Schedule 4.1.8(c), each consisting of a balance sheet and a statement of
 operations together with the notes thereto;
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Leased Premises means the lands and
 buildings which are subject to the Leases, licences, rights and appurtenances
 relating to the foregoing;                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Leases means the leases or agreements in
 the nature of a lease or right of occupancy of real property to which EIS is
 a party, listed in Schedule 4.1.21 to the EIS Disclosure Letter;                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Liabilities includes any indebtedness,
 obligations or liabilities of any kind, whether primary or secondary, direct
 or indirect, accrued, absolute or contingent, liquidated or unliquidated,
 secured or unsecured and whether or not reflected or required to be reflected
 in a balance sheet in accordance with US GAAP;                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Licence means any licence, permit,
 approval, right, privilege, concession or franchise issued, granted conferred
 or otherwise created by a Governmental Authority;                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Litigation has the meaning given thereto
 in the EIS Disclosure Letter;                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Lock-Up Agreements means the lock-up
 agreements between Buyer and each of Mr. Manor and Mrs. Manor to be entered
 into at Closing;                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Manor Assets means the
 *                    ;                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Manor Disclosure Letter means the letter
 of Mr. Manor to Buyer dated the date hereof which sets forth certain
 information including information to qualify the representations and
 warranties of Mr. Manor;                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                            
| |      *                    
 has the meaning set forth in Section 4.2.10;                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Material Contracts means those Contracts
 designated with an asterisk in Schedule 4.1.24;                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Negotiation Period has the meaning set
 forth in Section 8.2;                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                            
| | Non-Assignable Contract means any of the
 Contracts, Equipment Leases or Licenses to be assigned to the Buyer
 hereunder:                                                                                                                                                                                                                                                                

* Confidential treatment
requested.

---



- 17 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | an
 assignment or attempted assignment of which would constitute a breach
 thereof, including if the consent of a third party is required and such
 consent has not been obtained; or                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | an
 assignment of which would contravene any Applicable Law;                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | Non-Competition Agreements means the
 non-competition agreements to be entered into between the Buyer and each of
 EIS, each Principal and each Shareholder at the Closing;                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | Obsolete Inventory means all Inventory
 that at the time of Closing is not usable in the manufacture of Third
 Generation Products or Fourth Generation Products;                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | Occupational Health and Safety Acts
 means the Occupational Health and Safety
 Act(Ontario) and all other legislation of any jurisdiction
 dealing with any of the subject matter of that Act or with any aspect of the
 health or safety of employees;                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | Order means any order, judgment,
 injunction, decree, stipulation, determination, award, decision or writ of
 any court, tribunal, arbitrator or Governmental Authority or other Person;                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | ordinary course or normal course, when used in relation to
 the conduct by a Seller, means any action taken by the Seller which:                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | is consistent
 in nature, scope and magnitude with the past practices of the Seller and is
 taken in the ordinary course of the normal, day-to-day operations of the
 Seller;                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | does not
 require authorization of the board of directors or shareholders of the Seller
 (or by any Person or group of Persons exercising similar authority) and does
 not require any other separate or special authorization of any nature; and           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | is similar
 in nature, scope and magnitude to actions customarily taken, without any
 separate or special authorization, in the ordinary course of the normal,
 day-to-day operations of other Persons that are in the same line of business
 as the Seller;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | Parties means collectively, each of the
 signatories to this Agreement, and Party
 means any of them;                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                             
| | Patents means any and all patent rights,
 issued patents, letters patent, claims defining the subject matter of the
 invention, patent registrations and applications therefor, anywhere in the
 world, whether or not patentable, *                    including the issued patents and patent
 applications set forth in Schedule 4.1.16 to the EIS Disclosure Letter and
 any reissues, divisions, continuations, continuations-in-part, renewals, improvements,
 translations, derivatives, modifications and extensions of any of the
 foregoing;

* Confidential treatment
requested.

---



- 18 -

| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Permitted Encumbrances means:                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | (a)                                                                                                                                                                                                                                                                                                                                                                            | inchoate or
 statutory liens for Taxes not at the time overdue and inchoate or statutory
 liens for overdue Taxes the validity of which EIS is contesting in good faith
 but only for so long as such contestation effectively postpones enforcement
 of any such liens or Taxes, and only if the amount of such overdue Taxes is
 adjusted in favour of the Buyer at the Closing;
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                                                                            | security
 given by EIS to a public utility or any Governmental Authority when required
 in the ordinary course of business of EIS but only to the extent that the
 obligation secured at the Closing is adjusted in favour of the Buyer; and                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | (c)                                                                                                                                                                                                                                                                                                                                                                            | any
 reservations or exceptions contained in the original grants from the Crown;                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Person shall be broadly interpreted and
 includes an individual, body corporate, partnership, joint venture, trust,
 association, unincorporated organization, the Crown, any Governmental
 Authority, the executors, administrators or other legal representatives of an
 individual or any other entity recognized by law and pronouns have a
 similarly extended meaning;
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Personal Information means information
 about an identifiable individual which is protected by any Privacy Law;                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Piggyback Registration Statement has the
 meaning set forth in Section 5.13;                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Preliminary Prospectuses has the meaning
 set forth in Section 5.12.1(d);                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Prepaid Expenses means all deposits and
 prepaid expenses relating to the Business at the time of Closing as listed in
 the EIS Disclosure Letter;                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Prime Rate for any day means the rate of
 interest expressed as a rate per annum that Wells Fargo Bank, N.A.
 establishes at its head office in San Francisco, California as the reference
 rate of interest that it will charge on that day for Canadian dollar demand
 loans to its customers in Canada and which it at present refers to as its
 prime rate;             
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Principals means Mr. Manor, Mrs. Manor,
Mr. Drewell and Mr. Greenberg andPrincipal means any one of them;                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Privacy Law means any Applicable Law
 relating to the protection of Personal Information including the Personal Information Protection and Electronic
 Documents Act(Canada), the Personal
 Information Protection Act(Alberta), and the Personal Information Protection Act
 (British Columbia);                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                   
| | Proportionate Share means, in respect of
 a Shareholder or a Principal thereof, the proportion that is equal to the
 Shareholders interest in EIS at the date hereof as set forth in Section 1.1
 of the EIS Disclosure Letter;                                                                                                                                            

---



- 19 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Prospectus has the meaning set forth in
 Section 5.12.1(c);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | Purchase Price means the purchase price
 to be paid by the Buyer to the Sellers for the Purchased Assets, as provided
 in Section 3.1 and as adjusted in accordance with the terms hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | Purchased Assets means the EIS Assets
 and the Manor Assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Registration Statement has the meaning
 set forth in Section 5.12.1(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Related Person with respect to a
 particular individual means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | each other
 member of such individuals family;                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Person
 that is directly or indirectly controlled by any one or more members of such
 individuals family;                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Person
 in which members of such individuals family hold (individually or in the
 aggregate) a Material Interest;                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Person
 with respect to which one or more members of such individuals family serves
 as a director, officer, partner, executor or trustee (or in a similar capacity);
 and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | with respect
 to a specified Person other than an individual means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Person
 that directly or indirectly controls, is directly or indirectly controlled by
 or is directly or indirectly under common control with such specified Person;       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Person
 that holds a Material Interest in such specified Person;                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | each Person
 that serves as a director, officer, partner, executor or trustee of such
 specified Person (or in a similar capacity);                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Person
 in which such specified Person holds a Material Interest; and                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | any Person
 with respect to which such specified Person serves as a general partner or
 trustee (or in a similar capacity);                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                
| | For purposes
 of this definition, (a) control
 (including controlling, controlled by, and under control with) means the
 possession, direct or indirect, of the power to direct or cause the direction
 of the management and policies of a Person, whether through the ownership of
 voting securities, by contract or otherwise, and will be construed as such
 term is used in the rules promulgated under the 1933 Act; (b) the family of an individual includes (i) the
 individual, (ii) the individuals spouse, (iii) any other natural person who
 is related to the individual or the individuals spouse within the second
 degree and (iv) any other natural person who resides with such individual;
 and (c) Material Interest
 means direct or indirect beneficial ownership of voting securities

---



- 20 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | or other
 voting interests representing at least ten percent (10%) of the outstanding
 equity securities or equity interests in a Person.                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Release includes releasing, spilling,
 leaking, pumping, pouring, emitting, emptying, discharging, injecting,
 migrating, escaping, leaching, disposing, dumping, depositing, spraying,
 burying, abandoning, incinerating, seeping or placing, or any similar action
 defined in any Environmental Law;                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Remedial Order means any Order issued,
 filed or imposed pursuant to any Environmental Law and includes any Order
 requiring any remediation or clean-up of any Hazardous Substance, or
 requiring that any Release, Disposal or other activity be reduced, modified
 or eliminated;                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Representative Agreement means a
 representative agreement executed on Closing by EIS, the Shareholders and the
 Principals appointing Mr. Manor as the representative of EIS, the Principals
 and the Shareholders for purposes of the Escrow Agreement;                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Response has the meaning set forth in
 Section 8.2;                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Response Period has the meaning set
 forth in Section 8.2;                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | SEC means the United States Securities
 and Exchange Commission;                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Security Agreement has the meaning set
 forth in Section 3.8.5;                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Sellers means EIS and Mr. Manor, and Seller means either one of them;                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Share Consideration has the meaning set
 forth in Section 3.1.1;                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Shareholder Representation Agreement has
 the meaning set forth in Section 3.9;                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Shareholders means all of the registered
 holders of shares of EIS, being the Manor Trust, the MMG Trust and the
 Drewell Trust;                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Software means computer programs,
 operating systems, applications, interfaces, applets, software scripts,
 macros, firmware, middleware, development tools, and other codes,
 instructions or sets of instructions for computer hardware or software,
 including SQL and other query languages, hypertext mark-up language (html),
 wireless mark-up language, xml and other computer mark-up languages, in
 object, source code or other code format;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Special Accountants has the meaning set
forth in Section 3.8.4;Suspension has the meaning set forth in Section
5.12.3(c);Suspension Notice has the meaning set forth in Section
5.12.3(c);                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | Taxes means all taxes, surtaxes, duties,
 levies, imposts, fees, assessments, withholdings, dues and other charges of
 any nature, including interest additions to tax and                                                                                                                                                                                                                                                                               

---



- 21 -

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | penalties
 applicable thereto, imposed or collected by any Governmental Authority,
 whether disputed or not, including Canadian federal, provincial, territorial,
 municipal and local, foreign and other income, franchise, gross receipts,
 capital, capital gains, real property, personal property, withholding,
 payroll, health, employee health, transfer, goods and services and other
 value added, sales, use, consumption, land transfer, ad valorem, excise, customs,
 anti-dumping, countervail, net worth, stamp, registration, franchise,
 payroll, employment, education, business, school, local improvement,
 development and occupation taxes, duties, levies, imposts, fees, assessments
 and withholdings and Canada and Quebec pension plan contributions, employment
 insurance premiums and all other taxes and similar governmental charges of
 any kind for which EIS may have any liability imposed by any Governmental Authority;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Tax Returns means all reports, returns,
 elections, designations, declarations, statements, bills, slips, forms and
 other documents including any schedule or attachments thereto filed by EIS in
 respect of Taxes and including any amendment thereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Technology means any and all Software,
 data, databases, compilations files, hardware, websites, domain names,
 website content, user interfaces, algorithms, architecture, structure,
 display screens, layouts, development tools, instructions, templates, molds,
 tooling, systems, servers, switches, routers, printers, peripheral equipment,
 cabling, networks, telecommunications, circuits, mask works, chips,
 flowcharts, spreadsheets, formulae, equipment, drawings and manuals,
 programmers notes, processes, methods, know how, show how, trade secrets,
 analysis, designs, lab journals, notebooks, blue prints, schematics, research
 and development, reports, technical and functional information,
 specifications, manufacturing and engineering information, and other
 technology related to or used in the Business, including the technology
 listed in Schedule 4.1.16 of the EIS Disclosure Letter;                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Third Generation Products means the
 products currently manufactured and distributed by EIS under the names RTMS
 Model X3 and RTMS Model K3 and the related family of products;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Trade Marks means any and all common law
 or registered trade-mark rights, trade names, trade-marks, proposed
 trade-marks, certification marks, service marks, distinguishing marks and
 guises, logos, slogans, goodwill, domain name and any registrations and
 applications therefor, anywhere in the world, whether or not registered or
 registrable, *                    including the common law trade-marks, trade-mark registrations
 and applications set forth in Schedule 4.1.16 to the EIS Disclosure Letter;                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Trading Price means $16.9835, the
 average closing price of the Buyer Shares as quoted on The NASDAQ Capital
 Market for the twenty (20) consecutive trading days ending two (2) trading
 days prior to the date of Closing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Transaction Form 8-K has the meaning set
 forth in Section 5.12.3(a);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

* Confidential treatment
requested.

---



- 22 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Transferable Licences means all rights
 and interest in and to all Licences issued to EIS by any Governmental Authority
 and used in, or required for, the Business which are transferable, with or
 without the consent of such Governmental Authority;                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Transition Schedule has the meaning set
 forth in Section 3.8.6;                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | US Generally Accepted Accounting Principles
 or US GAAP means United States
 generally accepted accounting principles from time to time approved by the
 Financial Accounting Standards Board, or any successor institute, applicable
 as at the date on which any calculation or determination is required to be
 made in accordance with generally accepted accounting principles; and
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Warranty Rights means the full benefit
 of all warranties, warranty rights, guarantees, indemnities, undertakings and
 similar covenants (implied, express or otherwise) against manufacturers or
 sellers which apply to any of the Purchased Assets and all security received
 by a Seller therefor.                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                              | Statutes                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|Unless
 specified otherwise, reference in this Agreement to a statute or statutory
 provision refers to that statute or statutory provision as it may be amended,
 or to any restated or successor statute or statutory provision of comparable
 effect. A reference to a statute includes any statutory instruments, rules
 and regulations made under such statute.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                              | Generally Accepted Accounting Principles
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|All
 accounting and financial terms used herein, unless specifically provided to
 the contrary, will be interpreted and applied in accordance with Generally
 Accepted Accounting Principles.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|1.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                              | Headings and References                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|The
 division of this Agreement into articles, sections, subsections and schedules
 and the insertion of headings are for convenience of reference only and shall
 not affect the construction or interpretation of this Agreement. The article,
 section, subsection and schedule headings in this Agreement are not intended
 to be full or precise descriptions of the text to which they refer and are
 not to be considered part of this Agreement. All uses of the words hereto,
 herein, hereof, hereby and hereunder and similar expressions refer to
 this Agreement as a whole and not to any particular section or portion of it.
 References to an Article, Section, Subsection or Schedule refer to the
 applicable article, section, subsection or schedule of this Agreement unless
 otherwise specifically provided.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|1.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                              | Number and Gender                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                              |                                         
|In
 this Agreement, words in the singular include the plural and vice-versa and
 words in one gender include all genders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---



- 23 -

|    |  |                                                      
|--- |  | -----------------------------------------------------
|1.6 |  | Schedules                                            
|    |  |                                                      
|    |  | The
 following Schedules form part of this Agreement:

|             |                                                                                         
|------------ | ----------------------------------------------------------------------------------------
|Schedule     | Description
of Schedule                                                                 
|             |                                                                                         
|             |                                                                                         
|3.9          | Shareholder
 Representation Agreement                                                   
|3.10(a)(xii) | Content of
 Opinion of Legal Counsel to each Seller, the Principals and the Shareholders
|3.10(b)(x)   | Content of
 Opinion of Legal Counsel to the Buyer                                       
|5.12.3(e)    | Certificate
 of Selling Agent or Broker                                                 
|8.3.4        | Rules of
 Procedure for Arbitration                                                     
|9.3          | Shareholder
 Notice Information                                                         

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |     | Applicable Law                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|This
 Agreement will be governed by, and interpreted and enforced in accordance
 with, the laws in force in the Province of Ontario (excluding any rule or
 principle of the conflict of laws which might refer such interpretation to
 the laws of another jurisdiction) and the laws of Canada applicable therein,
 except to the extent mandatorily governed by the laws of the United States or
 a state thereof or other jurisdiction. Subject to Article 8, each Party
 irrevocably submits to the non-exclusive jurisdiction of the courts of
 Ontario with respect to any matter arising hereunder or related hereto. The
 Parties expressly exclude the application of the United Nations Convention on
 Contracts for the International Sale of Goods.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|1.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |     | Currency                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|Unless
 specified otherwise, all statements of or references to dollar amounts in
 this Agreement are to United States dollars.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|1.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |     | Calculation of Time                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|In
 this Agreement, a period of days will be deemed to begin on the first day
 after the event which began the period and to end at 6:00 p.m. (Toronto time)
 on the last day of the period. If, however, the last day of the period does
 not fall on a Business Day, the period will terminate at 6:00 p.m. (Toronto
 time) on the next Business Day.                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|1.10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     | Knowledge                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|Wherever
 so qualified in this Agreement, an individual will be deemed to have
 Knowledge of a particular fact or other matter if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (a) | that
 individual is actually aware of that fact or matter; or                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (b) | a prudent
 individual could be expected to discover or otherwise become aware of that
 fact or matter in the course of conducting a reasonably comprehensive
 investigation regarding the accuracy of any representation or warranty or
 other statement contained in this Agreement.

---



- 24 -

A
Person (other than an individual) will be deemed to have Knowledge of a
particular fact or other matter if any individual who is serving, or who has at
any time served, as a director or officer (or in any similar capacity) has, or
at any time had, Knowledge of that fact or other matter (as set forth in (a)
and (b) above), and any such individual (and any individual party to this
Agreement) will be deemed to have conducted a reasonably comprehensive
investigation regarding the accuracy of the representations and warranties or
other statement made herein by that Person or individual.

|     |                          
|---- | -------------------------
|1.11 | Third Party Beneficiaries

Nothing
in this Agreement or in any Closing Document is intended or by implication to,
or shall, confer upon any Person (other than the Parties) any rights or
remedies of any kind.

ARTICLE 2 PURCHASE AND SALE OF
PURCHASED ASSETS

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |     | Purchase and Sale of Purchased Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Upon
  the terms and subject to the conditions set forth in this Agreement, at the
  Closing and effective as of the Closing, the Sellers will sell, convey,
  assign, transfer and deliver to the Buyer or an affiliate designated by the
  Buyer, and the Buyer or an affiliate designated by the Buyer will purchase
  and acquire from the Sellers, free and clear of any Encumbrances other than
  Permitted Encumbrances, all of each Sellers right, title and interest in and
  to the Purchased Assets (but excluding the Excluded Assets).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |     | Non-Assignable Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (a) | Neither this
  Agreement nor any Closing Document will constitute an assignment or an
  attempted assignment of any Non-Assignable Contract. The Sellers agree to
  assign any Non-Assignable Contracts to the Buyer when such assignment is
  permitted and as the Buyer may from time to time direct. Each Seller will use
  reasonable efforts including the payment of all reasonable amounts of money
  to third parties to obtain all consents required by it or him for the
  assignment to the Buyer of the Contracts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (b) | To the
  extent permitted by Applicable Law, if any Non-Assignable Contract of a
  Seller is not assignable by the terms thereof or where consents to the
  assignment thereof cannot be obtained, such Non-Assignable Contract will be
  held by the Seller in trust for the Buyer and the covenants and obligations
  thereunder will be performed by the Buyer in the name of the Seller and all
  benefits and obligations existing thereunder will be for the account of the
  Buyer. The Seller will take, or cause to be taken, such action in his or its
  name or otherwise as the Buyer may reasonably require so as to provide the
  Buyer with the benefits thereof and to effect collection of money to become
  due and payable under the Non-Assignable Contracts and the Seller will
  promptly pay over to the Buyer all money received by it in respect of all
  Non-Assignable Contracts. The Seller authorizes the Buyer, to the extent
  permitted by Applicable Law and the terms of the Non-Assignable

---



- 25 -

Contracts,
at the Buyers expense, to perform all of the Sellers obligations under any
Non-Assignable Contracts and constitutes the Buyer its attorney to act in its
name and on its behalf with respect thereto. If a Non-Assignable Contract is
not validly assigned to the Buyer within six months after the date of Closing,
at the Buyers sole option, such Non-Assignable Contract will be an Excluded
Asset and all obligations of the applicable Seller to the Buyer with respect to
such Non-Assignable Contract will terminate.

|    |                 
|--- | ----------------
|2.3 | Place of Closing

The
Closing will take place at the Effective Time at the offices of Fasken
Martineau DuMoulin LLP, Suite 3600, Toronto-Dominion Bank Tower,
Toronto-Dominion Centre, Toronto, Ontario, or at such other place as may be
agreed upon by the Parties.

ARTICLE 3CONSIDERATION FOR PURCHASED
ASSETS

|      |               
|----- | --------------
|3.1   | Purchase Price
|      |               
|3.1.1 | General       

The
consideration for the Purchased Assets (the Purchase
Price) will be (a) thirteen million four hundred thousand dollars
($13,400,000.00) (the Initial Consideration)
plus the Earn-Out Payments, if any, to be made pursuant to Section 3.8 (the Earn-Out Consideration), (b) the
assumption of the Assumed Liabilities plus (c) the purchase price payable for
the Prepaid Expenses and Inventory that are Purchased Assets. At the Closing,
the Initial Consideration will be delivered by the Buyer as follows: (aa) ten
million three hundred thousand dollars ($10,300,000.00) paid in cash to the
Sellers by wire transfer to an account specified by Sellers or by certified
cheque or bank draft; (bb) one million two hundred thousand dollars
($1,200,000.00) (the Escrow Amount)
delivered to the Escrow Agent pursuant to the Escrow Agreement, consisting of
six hundred thousand dollars ($600,000.00) in cash and six hundred thousand
dollars ($600,000.00) of 35,328 Buyer Shares issued in the name of EIS (the Escrow Shares) based on the Trading
Price
of the Buyer Shares; (cc) one million nine hundred thousand dollars
($1,900,000.00) paid by the issuance to EIS of 111,874 Buyer Shares (the Share Consideration) based on the Trading
Price of the Buyer Shares; and (dd) the balance by the execution and delivery
of the Assignment and Assumption Agreement.

|      |                               
|----- | ------------------------------
|3.1.2 | Prepaid Expenses and Inventory

The
purchase price for the Prepaid Expenses and Inventory acquired hereunder will
be determined by joint agreement of Buyer and EIS. EIS and the Buyer will,
after the close of business on the second last Business Day preceding the
Closing Date, or as soon as possible thereafter, take a physical count of the
Inventory other than the Obsolete Inventory. The purchase price of the
Inventory to be included within the Purchased Assets shall be the mutually
agreed upon current costs as evidenced by applicable invoices.

---



- 26 -

|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2                                                                                                                                                                                                                                                                                                     |     | Allocation of Purchase Price                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The Parties
will allocate the Purchase Price
  among the Purchased Assets as follows: $13,260,000 for the EIS Assets other
  than the Inventory and Prepaid Expenses (the EIS Purchase Price) and $140,000 for the Manor Assets. The
  Buyer and EIS will allocate the EIS Purchase Price as follows:
|                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                        | (a) | $300,000 for
  the Equipment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                        | (b) | the
  remainder of the EIS Purchase Price, less $1.00, for EIS right, title and
  interest in and to the Leases, Equipment Leases, Licenses and Contracts, the
  Intellectual Property, the Technology and the goodwill of the Business; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                        | (c) | $1.00 for
  the balance of the Purchased Assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.3                                                                                                                                                                                                                                                                                                     |     | Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                        | (a) | All amounts
  payable by the Buyer or any Affiliate designated by the Buyer to the Sellers
  pursuant to this Agreement do not include any Taxes payable by the Buyer
  pursuant to the Retail Sales Tax Act(Ontario),
  registration charges, or transfer fees in respect of the purchase and sale of
  the Purchased Assets under this Agreement and the Buyer or any Affiliate
  designated by the Buyer, as the case may be, shall pay any such applicable
  Taxes, charges, or fees directly to the appropriate Governmental Authority.                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                        | (b) | All amounts payable
  by the Buyer or any Affiliate designated by the Buyer to the Sellers pursuant
  to this Agreement do not include any GST payable by the Buyer or any
  Affiliate designated by the Buyer in respect of the purchase and sale of the
  Purchased Assets under this Agreement. If any Seller is required by
  Applicable Law to collect any applicable GST from the Buyer or any Affiliate
  designated by the Buyer, Buyer or any Affiliate designated by the Buyer, as
  the case may be, shall pay such applicable GST to the particular Seller
  provided the particular Seller has provided to the Buyer or any Affiliate
  designated by the Buyer all information prescribed by the Input Tax Credit (GST/HST) Regulations.
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|3.4                                                                                                                                                                                                                                                                                                     |     | Assumed Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|On
  Closing, the Buyer will assume and thereafter fully pay, discharge, perform
  and fulfill only the following Liabilities of the Sellers (collectively, the
  Assumed Liabilities):                                                                                                              
|                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                        | (a) | the
  obligations expressly assumed by the Buyer under Section 5.9; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                        |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                        | (b) | any
  Liability arising after the Closing under the Contract, Equipment, Leases and
  Licences assumed by the Buyer (other than any liability arising out of or
  relating to a breach that occurred prior to Closing) unless such Liability is
  an Excluded Liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---



- 27 -

|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.5                                                                                                                                                                                                                                                                                                                                                 |     | Excluded Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Except
  for Assumed Liabilities, the Buyer will not, and does not assume, agree to
  perform or discharge, indemnify the Sellers against or otherwise have any
  responsibility for any liabilities, costs or expenses, claims or losses of
  the Sellers (collectively, the Excluded
  Liabilities), including the following:                  
|                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                    | (a) | any
  Liabilities of a Seller for or relating to any Taxes relating to the Business
  or the Purchased Assets which are accrued or incurred before the Closing;                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    | (b) | with respect
  to any litigation, action or proceeding, whether or not now pending or
  threatened, to the extent based on events occurring or a state of facts
  existing on or prior to the Closing, whether or not either Seller has been
  notified of any existing or potential claims with respect to products sold or
  services rendered by the Seller prior to the Closing including, for greater
  certainty, the Litigation;
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    | (c) | the conduct
  of the Business and the operation of the Purchased Assets prior to the date
  of Closing;                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    | (d) | relating to
  any assignable Benefit Plan accruing before, on or after the Closing Date in
  respect of any employee who is not a Hired Employee and any disability
  relating to any assignable Benefit Plan accruing from or being determined by
  reference to any period prior to the Closing Date;                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    | (e) | any
  Liability accruing before or after the Closing Date in respect of any
  employee who is not a Hired Employee;                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    | (f) | the full
  amount of severance pay payable to those Employees who reject the offer of
  employment made by a Buyer in connection herewith;                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    | (g) | any
  Liability relating to, or arising in connection with, the Litigation whether
  before or after the Closing, including for greater certainty any such
  Liability of Buyer or its Affiliates with respect to products sold or
  services rendered after Closing; and                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                    | (h) | any
  Liability relating to the China Joint Venture, the China JV Agreement or
  Contracts with, or pertaining to, the China Joint Venture.                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|3.6                                                                                                                                                                                                                                                                                                                                                 |     | Interest                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Unless
  otherwise set out herein, all amounts to be paid under this Agreement shall
  bear interest at a rate per annum equal to the Prime Rate, calculated and
  payable monthly, both before and after judgment, with interest on overdue
  interest at the same rate, from the date that the amount is due to be paid to
  the date of payment.

---



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
|3.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Escrow                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                
|At
  Closing, the Buyer, EIS, Mr. Manor (on his own behalf and on behalf of the
  Principals and the Shareholders) and the Escrow Agent shall enter into the
  Escrow Agreement and the Buyer shall deposit $600,000 and the Escrow Shares
  with the Escrow Agent pursuant to the terms thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                
|3.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Earn-Out                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                
|3.8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Nature of Earn-Out Payment     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                
|The
  amount of each earn-out payment (Earn-Out
  Payment) payable by Buyer to EIS shall be calculated based on the
  EBITDAMF of the continuing business relating to the Purchased Assets
  operating in a similar fashion as EIS prior to the Closing Date or as
  hereafter adjusted or constituted, including the employees and overhead
  expenses of the operations involving the Purchased Assets/Acquired Business
  for each earn-out year in the Earn-Out Period (Earn-Out Year), as set forth in Section 3.8.2. Any Earn-Out
  Payment due with respect to an Earn-Out Year shall be paid by Buyer to EIS by
  cheque or wire transfer within ninety (90) days after the December 31 (which
  is the last day of the Buyers fiscal year) occurring after the end of the
  Earn-Out Year for which the Earn-Out Payment is due. By way of example, if
  the Closing occurs on November 30, 2007, the first Earn-Out Year would end on
  November 30, 2008, and if there was an Earn-Out Payment due for such first
  Earn-Out Year, it would be payable by Buyer to EIS on or before March 31,
  2009.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Calculation of Earn-Out Payment

The
amount of the Earn-Out Payment for each Earn-Out Year shall be calculated as
follows:

|                                                                        |  |                                                                         |  |                                                                         |  |                                                                                                                           
|----------------------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | ----------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------
|If EBITDAMF for the Specified Earn-Out Year is:                         |  |                                                                        
|                                                                        | 
|First
  Earn-Out Year

(December
  6, 2007  
  December 31, 2008)      |  | Second
  Earn-Out Year

(January
  1, 2009  
  December 31, 2009)      |  | Third
  Earn-Out Year

(January
  1, 2010 
  December 31, 2010)        |  | The
  amount of the Earn- Out Payment shall be:                                                                           
|                                                                        |  |                                                                         |  |                                                                         |  |                                                                                                                           
|                                                                        |  |                                                                         |  |                                                                         |  |                                                                                                                           
|Less than $1,700,000.00                                                 |  | Less than $1,700,000.00                                                 |  | Less than $1,800,000.00                                                 |  | $0                                                                                                                        
|                                                                        |  |                                                                         |  |                                                                         |  |                                                                                                                           
|                                                                        |  |                                                                         |  |                                                                         |  |                                                                                                                           
|Equal to or greater than
  $1,700,000.00 but less
  than $2,600,000.00  |  | Equal to or greater than
  $1,700,000.00 but less
  than $2,600,000.00  |  | Equal to or greater than
  $1,800,000.00 but less
  than $2,800,000.00  |  | EBITDAMF for the Earn-Out
  Year minus $1,000,000.00                                                                      
|                                                                        |  |                                                                         |  |                                                                         |  |                                                                                                                           
|                                                                        |  |                                                                         |  |                                                                         |  |                                                                                                                           
|Equal to or greater than
  $2,600,000.00 (the
  EBITDAMF
  Threshold) |  | Equal to or greater than
  $2,600,000.00 (the
  EBITDAMF
  Threshold) |  | Equal to or greater than
  $2,800,000.00 (the
  EBITDAMF
  Threshold) |  | $2,000,000.00 plus 50% of
  EBITDAMF for the Earn-Out
  Year that is greater than the
  EBITDAMF Threshold for
  that year

---



- 29 -

|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|----- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.8.3 |     | Manner of Computation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      | (a) | For purposes
 of this Agreement, EBITDAMF of
 the Acquired Business for any fiscal year shall mean its earnings from
 operations before interest income, interest expense, income taxes,
 depreciation on fixed assets, amortization on intangible assets, management
 or other charges levied on the Acquired Business by the Buyer and parent
 management fees. EBITDAMF shall be determined in accordance with US GAAP as
 consistently applied by EIS as determined by the firm of independent
 certified public accountants engaged by Buyer for purposes of its own audit
 (Buyers Accountants).
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      | (b) | As part of
 the EBITDAMF calculation, sales are defined as the net sales to an end-user
 or third party outside of the Buyer or its Affiliates and cost of sales will
 not include any intercompany charges and royalties. The operating expenses
 attributable to the Acquired Business will be segregated from expenses not
 part of the Acquired Business and included in the EBITDAMF calculation.                                                                                                                                                                                                     
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      | (c) | EBITDAMF
 shall be computed without regard to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | extraordinary
 items of gain or loss as that term is defined by US GAAP,                                                                                                                                                                                                                                                                                                 
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any items to
 the extent the same are or are capable of forming the subject matter of a
 claim for breach of warranty or price adjustment hereunder but only if the
 Sellers have made full payment of such claim or if such price adjustment has
 been made in full,                                                                                                      
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any gains or
 losses realized from the sale of assets sold other than in the ordinary
 course of Business,                                                                                                                                                                                                                                                                 
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any
 management fees, general overhead expenses or other inter-company charges or
 allocations, of whatever kind or nature, charged by the Buyer to the Acquired
 Business, other than management fees, general overhead expenses or other
 inter-company charges or allocations to the extent that they replace existing
 expenses of the Acquired Business,              
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | any legal or
 accounting fees and expenses arising out of or in connection with this
 Agreement, including the cost of determining EBITDAMF,                                                                                                                                                                                                                               
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any costs
 arising from or relating to increased Sarbanes-Oxley, audit or other
 regulatory compliance resulting from the transactions contemplated herein,
 and                                                                                                                                                                                                           
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                            
|      |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | a reasonable
 portion of any travel and accommodation expenses for senior management of the
 Acquired Business arising from or relating to meetings requested by the Buyer
 and its Affiliates having regard to the relative benefits enjoyed by the
 Buyer and its Affiliates (other than Acquired Business) on the one hand and
 the Acquired Business on the other hand.

---



- 30 -

|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|----- | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (d) | In
 circumstances where the Acquired Business assists the Buyer and its
 Affiliates to earn revenue, the Acquired Business shall be allocated a
 reasonable fee or a reasonable portion of net revenue by the Buyer and its
 Affiliates and, in circumstances where Buyer and its Affiliates (other than
 the Acquired Business) assist the Acquired Business to earn revenue, Buyer
 and its Affiliates (other than the Acquired Business) shall be allocated a
 reasonable fee or a reasonable portion of net revenue by the Acquired
 Business. The fees or portion of net revenue to be allocated in each instance
 will be mutually agreed by EIS and the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (e) | The Parties
 acknowledge that the payment of Earn-Out Consideration and the amount of the
 Earn-Out Consideration are completely unrelated to the current or future
 employment of any Principal and there is no linkage of continuing employment
 during the Earn-Out Period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.8.4 |     | Time of Determination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (a) | The EBITDAMF
 of the Acquired Business for each Earn-Out Year shall be determined promptly
 after the close of each fiscal year of Buyer in which the Earn-Out Year ended
 by an audit conducted by Buyers Accountants. Copies of the Buyers Accountants
 report setting forth their computation of the EBITDAMF of the Acquired
 Business shall be submitted in writing to EIS and Buyer within sixty (60)
 days of the close of the applicable fiscal year end and, unless either EIS or
 Buyer notifies the other within thirty (30) days after receipt of such report
 that it objects to the computation of EBITDAMF set forth therein, the report
 shall be binding and conclusive for the purposes of this Agreement. EIS shall
 have access to the books and records of the Acquired Business and to Buyers
 Accountants workpapers during regular business hours and upon prior notice
 to verify the computation of EBITDAMF made by Buyers Accountants.                                                                                                                                      
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (b) | If either
 EIS or Buyer notifies the other in writing within thirty (30) days after
 receipt of Buyers Accountants report that it objects to the computation of
 EBITDAMF set forth therein, the amount of EBITDAMF for the Earn-Out Year to
 which such report relates shall be determined by negotiation between EIS and
 Buyer. If EIS and Buyer are unable to reach agreement within thirty (30)
 Business Days after such notification, the determination of the amount of
 EBITDAMF for the Earn-Out Year in question shall be submitted to a mutually
 agreeable third-party firm of independent certified public accountants (Special Accountants) for determination,
 whose determination shall be binding and conclusive on the parties. If the
 Special Accountants determine that the EBITDAMF has been understated by two
 percent (2%) or more, then Buyer shall pay the Special Accountants fees,
 costs and expenses. If EBITDAMF has not been understated or has been
 understated by less than two percent (2%), then EIS shall pay the Special
 Accountants fees, costs and expenses.

---



- 31 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------
|3.8.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Security Interest       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                         
|To
 secure the obligations of the Buyer to pay the Earn-Out Consideration to EIS,
 the Buyer and EIS shall enter into a security agreement (the Security Agreement) pursuant to which
 the Buyer will grant a security
 interest in (i) the Intellectual Property acquired hereunder *                    and (ii) the
 shares of the Canadian subsidiary of the Buyer which acquires certain of the
 Purchased Assets. Such security interest shall be subordinate to the existing
 and any future credit or other facilities of the Buyer or its subsidiaries.
 EIS shall enter into a subordination agreement with the provider of each such
 credit or other facility, as required by the provider or the Buyer, to
 confirm the subordination of its security interest to that of the provider.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.8.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Ordinary Course         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                         
|During
 the Earn-Out Period, the Buyer agrees that it shall carry on the Acquired
 Business in the ordinary course, including to maintain the existing expense
 base for the Purchased Assets and to increase operating expenses for
 engineering, marketing and advertising expenses as advised by continuing
 management. During the Earn-Out Period, the Buyer shall not change the
 location of the premises of the Business from 150 Bridgeland Avenue, Toronto,
 Ontario for such time period as Mr. Manor remains an employee of Buyer or its
 Affiliate and works out of such
 Toronto office. The Parties agree that the schedule attached to the EIS
 Disclosure Letter as Schedule 3.8.6 (the Transition
 Schedule) sets out the timelines pursuant to which the Acquired
 Business will carry out its conversion from the design, production,
 manufacture and sale of the Third Generation Products to the Fourth
 Generation Products. The Buyer acknowledges that the foregoing is not a
 covenant of the Seller to achieve the timelines. Notwithstanding the
 foregoing, the Buyer reserves the right to make operational changes to the
 Acquired Business if the Purchased Assets perform below historic
 profitability levels (being the historical operating revenue of the Business
 but excluding legal and other costs associated with the Litigation) or if the
 timelines contemplated by the Transition Schedule are not met or may not be
 met.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.8.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | Acceleration of Earn-Out
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                         
|If,
 during the Earn-Out Period, all or substantially all of the assets of the
 Buyer are sold or the Buyer agrees to a take-over bid or other transaction of
 the Buyer such that at least a majority of the outstanding shares of the
 Buyer are acquired by one person or group of persons acting jointly or in
 concert who did not previously own such shares, the Buyer shall pay to EIS,
 on the closing of any such transaction, an amount equal to $6,000,000 (the Accelerated Earn-Out) as an
acceleration
 of possible Earn-Out Payments under Section 3.8, less any amount previously
 paid (including by way of set-off) to EIS as Earn-Out Consideration under
 Section 3.8. If the Accelerated Earn-Out has been paid, any additional
 Earn-Out Consideration payable hereunder shall not be paid until the Earn-Out
 Consideration payable exceeds $6,000,000, and in such event the Buyer shall
 pay to EIS, in accordance with the terms hereof, only the difference between
 the aggregate Earn-Out Consideration payable and $6,000,000.                                                                                                                                                                                                                                                                                                                                                                                                               

* Confidential treatment
requested.

---



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     | Restrictions on Stock Consideration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The
 Share Consideration and Escrow Shares issued at the Closing in accordance
 with Section 3.1 and 3.10(b)(ii) will not, as of the Closing, be registered
 under the 1933 Act and therefore may not be resold without compliance with
 the 1933 Act. In addition, the Share Consideration and Escrow Shares will not
 be distributed pursuant to a prospectus under applicable Canadian securities
 laws. The stock certificates representing the Share Consideration and Escrow
 Shares shall bear a legend in substantially the following form:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     | THE SHARES
 REPRESENTED BY THIS CERTIFICATE WERE NOT ISSUED IN A TRANSACTION REGISTERED
 UNDER THE SECURITIES ACT OF 1933, AS AMENDED (SECURITIES ACT), OR ANY
 APPLICABLE STATE SECURITIES LAWS. THE SHARES REPRESENTED HEREBY HAVE BEEN
 ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED UNLESS SUCH SALE
 OR TRANSFER IS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
 SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR, IN THE OPINION OF
 QUALIFIED COUNSEL EXPERIENCED IN SECURITIES LAW MATTERS AND REASONABLY
 ACCEPTABLE TO THE ISSUER AND ITS TRANSFER AGENT, IS EXEMPT FROM THE
 REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     | UNLESS
 PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
 TRADE THE SECURITY IN ONTARIO BEFORE THE DAY THAT IS FOUR MONTHS AND A DAY
 AFTER THE LATER OF (I) THE DATE HEREOF AND (II) THE DATE THE ISSUER BECAME A
 REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|As
 a condition to receipt of the Share Consideration and Escrow Shares at
 Closing, each Seller to which Buyer Shares are issued shall, at Closing,
 furnish to the Buyer a duly executed Shareholder Representation Agreement in
 the form attached hereto as Schedule 3.9 (the Shareholder Representation Agreement), certifying as to
 certain matters with respect to the Share Consideration and Escrow Shares
 issued at Closing.                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |     | Closing Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|In
 addition to any other documents to be delivered under other provisions of
 this Agreement, at the Closing:                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (a) | each Seller,
 Shareholder and/or Principal, as applicable, will deliver to Buyer, each in
 form and substance satisfactory to Buyer and its legal counsel, as
 applicable:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---



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| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | ------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)    | a bill of
 sale for all of the Purchased Assets that are tangible personal property
 executed by the applicable Seller;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (ii)   | an
 assignment of all of the Purchased Assets that are intangible personal
 property, which assignment will also contain Buyers undertaking and
 assumption of the Assumed Liabilities (the Assignment
 and Assumption Agreement) executed by the applicable Seller;                                                                                                                                                                                                                                                                                                                                                                                             
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (iii)  | for each
 Lease identified in Schedule 4.1.21 to the EIS Disclosure Letter, an
 assignment and assumption of lease agreement (the Assignment and Assumption of Lease Agreement) or such other
 appropriate document or instrument of transfer, as the case may require, each
 in form and substance satisfactory to Buyer and its counsel and executed by
 the applicable Seller;                                                                                                                                                                                                                                                                                 
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (iv)   | assignments
 of all Intellectual Property and separate assignments of all registered Trade
 Marks, Patents and Copyrights, each in form and substance satisfactory to Buyer
 and its counsel and executed by the applicable Seller and all other persons
 having an interest therein;                                                                                                                                                                                                                                                                                                                                                                               
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (v)    | such other
 deeds, bills of sale, assignments, certificates of title, documents and other
 instruments of transfer and conveyance as may reasonably be requested by
 Buyer, executed by the applicable Seller and such other persons as may be
 necessary to convey good and marketable title free and clear of all
 Encumbrances other than Permitted Encumbrances;                                                                                                                                                                                                                                                                                                
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (vi)   | the
 Employment Agreement and Consulting
 Agreement executed by Mr. Manor and Donald David Drewell Developments Inc.,
 respectively;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (vii)  | Non-Competition
 Agreements executed by EIS and each Principal and Shareholder;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (viii) | the Escrow
 Agreement executed by EIS, Mr. Manor (on his own behalf and on behalf of the
 Principals and the Shareholders), the Buyer and the Escrow Agent;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (ix)   | the Lock-Up
 Agreements executed by each of Mr. Manor and Mrs. Manor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (x)    | a
 certificate of an officer of EIS certifying, as complete and accurate as of
 the Closing, attached copies of the Governing Documents of EIS; certifying
 and attaching all requisite resolutions or actions of EIS board of directors
 and shareholders approving the execution and delivery of this Agreement and
 the consummation of the transactions contemplated by this Agreement and the
 change of name contemplated by Section 5.4; certifying as to the incumbency
 and signatures of the officers of EIS and accompanied by the requisite
 documents for amending the relevant constating documents of EIS required to
 effect such change of name in

---



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| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | -------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                    | form
 sufficient for filing with the appropriate Governmental Body; and certifying
 as to the identity of each of the Persons which will receive Buyer Shares and
 will sell such Buyer Shares under the Registration Statement;                                                                                                                                                                                                                                  
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (xi)                                               | a
 certificate of the trustee(s) of each Shareholder certifying, as complete and
 accurate as of the Closing, attached copies of the declaration of trust or
 trust agreement or other agreement governing each Shareholder and certifying
 and attaching all requisite resolutions or actions of the Shareholder or its
 trustee approving the execution and delivery of this Agreement and the
 consummation of the transactions contemplated by this Agreement;
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (xii)                                              | an opinion
 of legal counsel to each Seller, the Principals and the Shareholders opining
 with respect to the matters set forth on Schedule 3.10(a)(xii) and such other
 matters as the Buyer may reasonably require;                                                                                                                                                                                                                                             
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (xiii)                                             | a Shareholder
 Representation Agreement executed by each Seller;                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (xiv)                                              | the
 Representative Agreement signed by the Sellers, the Shareholders and the
 Principals;                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (xv)                                               | the Security
 Agreement executed by EIS; and                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (xvi)                                              | evidence of
 the discharge of the security interest of Royal Bank of Canada against EIS.                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b) | the Buyer
 will deliver to the Sellers as follows:
| |     |                                                   
| |     | (i)                                                | a total of
 $10,300,000 by one or more bank drafts, certified cheques or wire transfers
 to an account specified by the Sellers in a writing delivered to Buyer or a
 Buyers Affiliate at least three (3) Business Days prior to the date of
 Closing allocated as follows: $10,160,000 to EIS and $140,000 to Mr. Manor;                                                                                                                                        
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (ii)                                               | stock
 certificates evidencing the Share Consideration allocated as follows: 111,874
 Buyer Shares registered in the name of EIS;                                                                                                                                                                                                                                                                                                                                 
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (iii)                                              | the Escrow
 Agreement executed by the Buyer and the Escrow Agent named therein, together
 with the delivery to the Escrow Agent of $600,000 by bank draft, certified
 cheque or by wire transfer to an account specified by the Escrow Agent and of
 share certificates evidencing the Escrow Shares;                                                                                                                                                             
| |     |                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     | (iv)                                               | the
 Assignment and Assumption Agreement executed by the Buyer or an Affiliate
 thereof;                                                                                                                                                                                                                                                                                                                                                                          

---



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|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                            |     | (v)                                                                                                                                                                                                                                                                                                                                                            | the
 Assignment and Assumption of Lease Agreement executed by the Buyer or an
 Affiliate thereof;                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            |     | (vi)                                                                                                                                                                                                                                                                                                                                                           | the
 Employment Agreement and Consulting Agreement executed by the Buyer or an
 Affiliate thereof;                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            |     | (vii)                                                                                                                                                                                                                                                                                                                                                          | the
 Non-Competition Agreements executed by the Buyer;                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            |     | (viii)                                                                                                                                                                                                                                                                                                                                                         | a
 certificate of an officer of the Buyer certifying, as complete and accurate
 as of the Closing, attached copies of the Governing Documents of the Buyer
 and certifying and attaching all requisite resolutions or actions of the
 Buyers board of directors approving the execution and delivery of this
 Agreement and the consummation of the transactions contemplated by this
 Agreement and certifying to the incumbency and signatures of the officers of
 the Buyer;
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            |     | (ix)                                                                                                                                                                                                                                                                                                                                                           | the Security
 Agreement executed by the Buyer; and                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            |     | (x)                                                                                                                                                                                                                                                                                                                                                            | an opinion
 of legal counsel to the Buyer opining with respect to the matters set forth
 on Schedule 3.10(b)(x) and such other matters as the Sellers may reasonably
 require.                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|ARTICLE 4
 REPRESENTATIONS AND WARRANTIES                                                                                                                                                                                  
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1                                                                                                                                                                                                                         |     | Representations and Warranties of EIS                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|EIS
 represents and warrants to the Buyer as is set out in the following
 Subsections of this Section and acknowledges that the Buyer is relying upon
 such representations and warranties in entering into this Agreement.
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1.1                                                                                                                                                                                                                       |     | Corporate Matters                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            | (a) | EIS is a
 corporation duly incorporated, organized and validly existing under the laws
 of its jurisdiction of incorporation. No proceedings have been taken or authorized
 by EIS or, to the Knowledge of EIS, by any other Person, with respect to the
 bankruptcy, insolvency, liquidation, dissolution or winding up of EIS.                              
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            | (b) | EIS has all
 necessary corporate power and authority to enter into, execute and deliver,
 and to observe and perform its covenants and obligations under, this
 Agreement and the Closing Documents to which it is a party, and to consummate
 the transactions contemplated hereby and thereby and any instruments or
 agreements required herein or therein.
|                                                                                                                                                                                                                            |     |                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                            | (c) | EIS has
 taken all corporate action necessary to authorize the execution and delivery
 of, and the observance and performance of its covenants and obligations
 under, this Agreement and the Closing Documents to which it is a party.                                                                                                                       

---



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|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|----- | --------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (d)                               | EIS has all
 necessary corporate power and capacity to own or lease the Purchased Assets
 and to carry on the Business as it is presently carried on. EIS possesses all
 Licences material to the conduct of the Business. Neither the nature of the
 Business nor the location or character of any of the Purchased Assets
 requires EIS to be registered, licensed or otherwise qualified as an
 extra-provincial or foreign corporation or to be in good standing in any
 jurisdiction other than jurisdictions listed in Schedule 4.1.1 of the EIS
 Disclosure Letter where it is duly registered, licensed or otherwise
 qualified and in good standing for such purpose. EIS does not carry on the Business or maintain any of the
 Purchased Assets in any jurisdiction other than the jurisdictions listed in
 Schedule 4.1.1 of the EIS Disclosure Letter.
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | (e)                               | This
 Agreement has been, and each Closing Document to which EIS is a party will on
 Closing be, duly executed and delivered by EIS, and this Agreement
 constitutes, and each Closing Document to which EIS is a party will on
 Closing constitute, a valid and binding obligation of EIS enforceable against
 it in accordance with its terms.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      | (f)                               | EIS has no
 subsidiaries or interest in any other entity other than the China Joint Venture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.1.2 | Absence of Conflicting Agreements

None
of the execution and delivery of, or the observance and performance by EIS of,
any covenant or obligation under this Agreement or any Closing Document to
which it is a party, or the Closing:

| |     |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | contravenes
 or results in, or will contravene or result in, a material violation of or a
 default under (with or without the giving of notice or lapse of time, or
 both) or in the acceleration of any obligation under:
| |     |                                                                                                                                                                                                                           
| |     | (i)                                                                                                                                                                                                                        | any Applicable
 Law;                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                       | any Licence;                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                      | the
 Governing Documents, directors resolutions or shareholders resolutions of
 EIS; or                                                                                                                                                             
| |     |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       
| |     | (iv)                                                                                                                                                                                                                       | the
 provisions of any Contract, except for the Contracts the consent to the
 assignment or transfer of which may be required from landlords or other third
 parties thereunder in connection with the Closing, which consents have been
 obtained; or
| |     |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       
| | (b) | results in
 the creation or imposition of any Encumbrance on EIS or any of the Purchased
 Assets; or                                                                                                                      
| |     |                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                       
| | (c) | relieves any
 party to any Contract of that partys obligations thereunder or enables it to
 terminate its obligations thereunder.                                                                                        

---



- 37 -

|      |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | --------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1.3 | Consents, Approvals  
|      |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                       | Except as
 set forth in Schedule 1.1.1 of the EIS Disclosure Letter,                                                                                                                                                                                                                                                                                                                                                                                                
|      |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (a)                   | no consent,
 approval, authorization, registration or declaration of, or filing with, any
 Governmental Authority or any other Person is required by EIS in connection
 with the execution and delivery by EIS of this Agreement or the observance and
 performance by EIS of its obligations under this Agreement;                                                                                                                                                 
|      |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (b)                   | no consent
 or approval is required to be obtained by EIS in connection with the
 execution and delivery by EIS of this Agreement or any of the Closing
 Documents to (i) avoid the loss of any Licence or the breach of any Contract
 or the creation of any Encumbrance on any of the Purchased Assets, or (ii) to
 enable the Buyer to own and operate the Purchased Assets and continue the
 lawful operation of the Business following the date of Closing; and
|      |                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      | (c)                   | there is no
 requirement, on the part of EIS, to make any filing with, give any notice to,
 or obtain any License from, any Governmental Authority as a condition to the
 lawful completion of the transactions contemplated by this Agreement or by
 any of the Closing Documents.                                                                                                                                                                                 
|      |                      
|4.1.4 | Sufficiency of Assets

The
EIS Assets constitute all of the assets, tangible and intangible, of any nature
whatsoever, necessary to operate EIS Business in the manner presently operated
by EIS *     
              as intended to be operated by EIS upon completion of the conversion of
the Business to the Fourth Generation Products as set out in the Transition
Schedule.

|      |                
|----- | ---------------
|4.1.5 | Title to Assets

EIS
is the registered, legal and beneficial owner of the EIS Assets, with good and
marketable title thereto, free and clear of all title defects and Encumbrances,
except for Permitted Encumbrances. At Closing, EIS will convey to Buyer good
and marketable title to all of the EIS Assets free and clear of all
Encumbrances, except for the Permitted Encumbrances.

|      |           
|----- | ----------
|4.1.6 | No Options

No
Person other than the Buyer has any oral or written agreement, option, warrant,
privilege or right, or any right capable of becoming any of the foregoing
(whether legal, equitable, contractual or otherwise), for the purchase of any
of the Purchased Assets.

|      |           
|----- | ----------
|4.1.7 | Litigation

Except
for the Litigation and as disclosed in Schedule 4.1.7 of the EIS Disclosure
Letter, there is no claim, demand, suit, action, cause of action, dispute,
proceeding, litigation, investigation, grievance, arbitration, governmental
proceeding or other proceeding, including appeals and applications for review,
in progress against, by or relating to EIS or affecting the

* Confidential treatment
requested.

---



- 38 -

Purchased
Assets or the Business, nor, to the Knowledge of EIS, are any of the same
pending or threatened. To the Knowledge of EIS, there is no state of facts
which would provide a valid basis for any of the foregoing. There is not at
present outstanding or pending against EIS any Order that may adversely affect
the Business or any of the Purchased Assets.

|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                      
|----- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1.8 |     | Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (a) | Other than
 with respect to the consolidation method used in the financial statements of
 EIS for the years ended September 30, 2006 and 2005, which does not correctly
 consolidate the activity of the China Joint Venture, and as disclosed by
 Grant Thornton LLP in its audit of the 2007 financial statements of EIS (other
 than any disclosure of a gross misrepresentation in such audit), and, except
 as set forth in Section 4.1.8(a) of the EIS Disclosure Letter, the Financial
 Statements, copies of which have been attached to the EIS Disclosure Letter
 as Schedule 4.1.8(a):
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | have been
 prepared in accordance with Canadian Generally Accepted Accounting Principles
 applied on a basis consistent with that of the preceding periods as
 applicable to the nature of the Financial Statements;                                                 
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                      
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | accurately
 disclose the assets, liabilities (whether accrued, absolute, contingent or
 otherwise) and financial condition of EIS and the results of the operations
 of EIS as at the dates thereof and for the periods covered thereby;                             
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                      
|      |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | are in
 accordance with the Books and Records of EIS and are complete and accurate in
 all respects;                                                                                                                                                                 
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                      
|      |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | reflect all
 proper accruals as at the dates thereof and for the periods covered thereby
 of all amounts which, though not payable until a time after the end of the
 relevant period, are attributable to activities undertaken during or prior to
 that period; and
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                      
|      |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | contain or
 reflect adequate reserves for all liabilities and obligations of EIS of any
 nature, whether absolute, contingent or otherwise, matured or unmatured, as
 at the date thereof.                                                                           
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                      
|      | (b) | Other than
 as disclosed by Grant Thornton LLP in its audit of the 2007 financial
 statements of EIS (other than any disclosure of a gross misrepresentation in
 such audit), the Interim Trial Balance, a copy of which is attached to the
 EIS Disclosure Letter as Schedule 4.1.8(b):                                                                                                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | is in
 accordance with the Books and Records of EIS and is complete and accurate in
 all respects;                                                                                                                                                                   
|      |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                      
|      |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | accurately
 discloses the assets, liabilities, in all material respects, and financial
 condition of EIS as at the date thereof;                                                                                                                                     

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|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|----- | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |     | (iii)                                                                                                                                                                                                                                                                                       | reflects all
 proper accruals as at the date thereof of all amounts which, though not
 payable until a time after the date thereof, are attributable to activities
 undertaken prior to that date; and
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      |     | (iv)                                                                                                                                                                                                                                                                                        | contains or
 reflects adequate reserves for all liabilities and obligations of EIS in all
 material respects, as at the date thereof.                                                                 
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      | (c) | Other than
 as disclosed by Grant Thornton LLP in its audit of the 2007 financial
 statements of EIS (other than any disclosure of a gross misrepresentation in
 such audit), the JV Financial Statements, copies of which are attached to the
 EIS Disclosure Letter as Schedule 4.1.8(c):
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      |     | (i)                                                                                                                                                                                                                                                                                         | are in
 accordance with the Books and Records of the China Joint Venture and are
 complete and accurate in all respects;                                                                              
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      |     | (ii)                                                                                                                                                                                                                                                                                        | accurately
 disclose the assets, liabilities, in all material respects, and financial
 condition of the China Joint Venture as at the date thereof;                                                   
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      |     | (iii)                                                                                                                                                                                                                                                                                       | reflect all
 proper accruals as at the date thereof of all amounts which, though not
 payable until a time after the date thereof, are attributable to activities
 undertaken prior to that date; and 
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      |     | (iv)                                                                                                                                                                                                                                                                                        | contain or
 reflect adequate reserves for all liabilities and obligations of the China
 Joint Venture in all material respects, as at the date thereof.                                               
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      | (d) | Other than
 as disclosed by Grant Thornton LLP in its audit of the 2007 financial
 statements of EIS (other than any disclosure of a gross misrepresentation in
 such audit), the 2007 Trial Balance, a copy of which is attached to the EIS
 Disclosure Letter as Schedule 4.1.8(d):      
|      |     |                                                                                                                                                                                                                                                                                            
|      |     | (i)                                                                                                                                                                                                                                                                                         | is in
 accordance with the Books and Records of EIS and is complete and accurate in
 all respects;                                                                                                    
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      |     | (ii)                                                                                                                                                                                                                                                                                        | accurately
 discloses the financial condition of EIS as at the date thereof; and                                                                                                                      
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|      |     | (iii)                                                                                                                                                                                                                                                                                       | reflects all
 proper accruals as at the date thereof of all amounts which, though not
 payable until a time after the date thereof, are attributable to activities
 undertaken prior to that date.    
|      |     |                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                       
|4.1.9 |     | Absence of Changes                                                                                                                                                                                                                                                                         
|      |     |                                                                                                                                                                                                                                                                                            
|      |     | Since the
 Bring-Down Date:                                                                                                                                                                                                                                                                
|      |     |                                                                                                                                                                                                                                                                                            
|      | (a) | EIS has
 conducted the Business in the ordinary course and has used its best efforts
 to preserve the Business and the Purchased Assets;                                                                                                                                                   

---



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|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------ | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (b) | there has
 not been any change in the Condition of the Business or the Purchased Assets
 or the financial position or results of operations of EIS or the Business
 other than changes in the ordinary course of business, and such changes have
 not had, either individually or in the aggregate, or may be reasonably
 expected to have, either before or after the Closing, an adverse effect on
 the Condition of the Business or the Purchased Assets;    
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (c) | there has
 not been any damage, destruction, loss, labour dispute or other event
 (whether or not covered by insurance) which has had, or could have, an
 adverse effect on the Business or the Purchased Assets; and                                                                                                                                                                                                                                           
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (d) | no
 information has become available to EIS that would render the Financial
 Statements incomplete or inaccurate and there has been no change in EIS
 accounting principles, policies, practices or procedures.                                                                                                                                                                                                                                                
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1.10 |     | Absence of Unusual Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |     | Since the
 Bring-Down Date, EIS has not:                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (a) | modified,
 amended or terminated any Contract or waived or released any right which it
 has or had, other than in the ordinary course of Business;                                                                                                                                                                                                                                                                                                              
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (b) | incurred or
 assumed any debt, liability or obligation for borrowed money, or in
 connection with the Business, whether absolute, accrued, contingent or
 otherwise (including liabilities as guarantor or otherwise with respect to
 obligations of others), other than debts, liabilities and obligations
 included in the Financial Statements and debts, liabilities and obligations
 incurred since the Bring-Down Date in the ordinary course of business;
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (c) | waived or
 released any rights of value in respect of any Contract;                                                                                                                                                                                                                                                                                                                                                                                             
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (d) | made any
 material change in any of the management operating methods or accounting
 methods and practices of the Business;                                                                                                                                                                                                                                                                                                                                      
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (e) | granted to
 any customer any special allowance or discount or changed its pricing, credit
 or payment policies;                                                                                                                                                                                                                                                                                                                                                 
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (f) | cancelled or
 reduced any of its insurance coverage;                                                                                                                                                                                                                                                                                                                                                                                                            
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (g) | made any
 material change in the method of billing customers or the credit terms made
 available to customers; or                                                                                                                                                                                                                                                                                                                                               
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       | (h) | authorized,
 agreed or otherwise committed, whether or not in writing, to do any of the
 foregoing.                                                                                                                                                                                                                                                                                                                                                             

---



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|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|------ | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1.11 |     | Employees, etc.                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       | (a) | Attached at
 Schedule 4.1.11 of the EIS Disclosure Letter is a list of all employees of
 EIS as at the date hereof, including:                                                                                                                                                                                                                                                                                                                
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                            | their names
 and titles together with the location of their employment;                                                                                                                                                                           
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                           | the date
 each employee was hired;                                                                                                                                                                                                                
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                          | a list of
 all employment or other contracts with each employee and the terms of any
 which cannot be terminated with notice;                                                                                                                     
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                           | the rate of
 annual remuneration of each employee at the date hereof, any bonuses paid
 since the end of the last completed financial year of EIS and all other
 bonuses, incentive schemes and benefits to which each employee is entitled;      
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                            | the amount
 of vacation pay to which each employee is entitled on the date hereof;                                                                                                                                                                
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                           | the names of
 all non-active employees of EIS, the reason for their absence from work,
 whether they are expected to return to work and if so, when, and the nature
 of the benefits to which such non-active employees are entitled from EIS; and
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                          | particulars
 of all other material terms and conditions of employment or engagement of the
 employees and the positions held by them.                                                                                                             
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|       | (b) | EIS has been
 and is in compliance with all Applicable Laws respecting employment and
 employment practices, including all employment standards, human rights,
 labour relations, occupational health and safety, workers compensation or
 workplace safety and insurance legislation, employee privacy and pay equity,
 and there are no outstanding claims, complaints, investigations, prosecutions
 or orders under such Applicable Laws.
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (c) | EIS has not
 and is not engaged in any unfair labour practice and no unfair labour
 practice complaint, grievance or arbitration proceeding is pending or
 threatened against EIS.                                                                                                                                                                                                                                                            
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (d) | All amounts
 due or accruing due for all salary, wages, bonuses, commissions, pension
 benefits or other employee benefits or compensation are reflected in the
 Books and Records of EIS, in accordance with EIS accounting practices and
 Applicable Law.                                                                                                                                                                                  
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (e) | There is no
 commitment or agreement to increase wages or modify the terms and conditions
 of employment of any employee.                                                                                                                                                                                                                                                                                                                     

---



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|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (f) | EIS has
 delivered to the Buyer true and complete copies of all permits issued under
 employment standards legislation. Such permits are listed on Schedule 4.1.11
 of the EIS Disclosure Letter and EIS has operated the Business in compliance
 with such permits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1.12 |     | Benefit Plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (a) | Schedule
 4.1.12 of the EIS Disclosure Letter contains a true and complete list of all
 Benefit Plans of EIS. EIS has not made any proposal or commitment, whether
 legally binding or not, to create any additional Benefit Plan or to modify or
 change any existing Benefit Plan that would affect any employee of EIS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (b) | Except as
 indicated in Schedule 4.1.12 of the EIS Disclosure Letter, neither the
 execution and delivery of this Agreement, the observance and performance by
 EIS and the Buyer of their obligations under this Agreement and the Closing
 Documents nor the Closing will, in and of itself, accelerate the time of
 vesting or payment under any Benefit Plan, require any funding or securing of
 benefits under any Benefit Plan or increase the entitlement of any employee
 or former employee under any Benefit Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (c) | Each Benefit
 Plan is, and has since its establishment has been, duly registered where
 required by Applicable Law (including registration with relevant Tax
 authorities where such registration is required to qualify for Tax exemption
 or other Tax beneficial status). Each Benefit Plan has been administered in
 compliance in all material respects with, and is in good standing under,
 Applicable Law and the terms of the Benefit Plan and any associated funding
 arrangement. All assets held in any funding arrangement associated with a
 Benefit Plan have been held, invested and otherwise dealt with in compliance
 in all material respects with Applicable Law and the terms of the Benefit
 Plan and the associated funding arrangement (including any fiduciary
 obligation). Neither EIS nor any of its agents has breached any fiduciary
 obligation with respect to the administration of any Benefit Plan or any
 associated funding arrangement.
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (d) | With respect
 to each of the Benefit Plans, EIS has delivered to Buyer true and complete
 copies of each of the following documents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the documents
 establishing the current terms of the Benefit Plan, as well as any prior
 amendments and past versions of such documents that continue to be relevant
 with respect to any employees or former employees of EIS;                                                                                                                                                                         
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                         
|       |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | all
 descriptions of the Benefit Plan provided to employees or former employees
 and all other employee communications relating to the Benefit Plan (other
 than communications describing specific entitlements of a particular employee
 or former employee), whether or not such descriptions or communications have
 been, or are required to be, filed with any applicable Governmental
 Authority;

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                      
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | if the
 Benefit Plan is now or has at any time been funded through a trust, a copy of
 the current trust agreement (if applicable) and all prior trust agreements,
 including all amendments thereto, and the most recent financial statements
 and Tax Returns of the trust;                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | if the
 Benefit Plan is funded through any third party funding arrangement other than
 a trust, a copy of the current agreement or policy governing that
 arrangement, including all amendments thereto, and the most recent financial
 information related to such arrangement;                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                      
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | all other
 Material Contracts relating to the Benefit Plan, including insurance contracts,
 investment management agreements, subscription and participation agreements
 and record keeping agreements; and                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                      
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | all internal
 administration and third party administrator reports and, if applicable,
 reports of investment counsel within the past two years, and any reports
 within the past five years of internal or external governance reviews,
 examinations, inspections or regulatory audits, in each case relating to the
 Benefit Plan.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                      
| | (e) | EIS does not
 currently have, and has never had, a Benefit Plan that is a Registered
 Pension Plan, as that term is defined in subsection 248(1) of the Income Tax Act (Canada).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                      
| | (f) | The
 financial statements or financial information related to each Benefit Plan
 that have been provided to Buyer are complete and accurate in all material
 respects for the periods indicated therein. No Taxes, fees, expenses or
 penalties related to any Benefit Plan are exigible against assets held under
 the associated funding arrangement or against EIS. None of the Benefit Plans
 or associated funding arrangements require or permit a retroactive increase
 in premiums or payments and the level of reserves, if any, under any insured
 Benefit Plan is reasonable and sufficient to provide for all incurred but
 unreported claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                      
| | (g) | With respect
 to each Benefit Plan that is funded wholly or partially through an insurance
 policy, there will be no Liability of EIS as of the Closing under any such
 insurance policy or any ancillary agreement with respect to such insurance
 policy, whether in the nature of a retroactive rate adjustment, loss sharing
 arrangement or other actual or contingent Liability arising wholly or
 partially out of events occurring prior to the Closing. With respect to each
 Benefit Plan not funded through an insurance policy, (i) EIS has either fully
 funded such Benefit Plan through a trust or has made appropriate provision
 for all of EIS Liability thereunder in the Financial Statements and the
 Interim Trial Balance, and (ii) there has been no withdrawal or transfer of
 assets from any funding arrangements for the Benefit Plan (other than
 payments of benefits to eligible beneficiaries, refunds to plan members of
 over-contributions and payment of reasonable expenses, all to the extent
 permitted by the Benefit Plan, the associated funding arrangement and
 Applicable Law). With respect to each Benefit Plan, all

---



- 44 -

| |     |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | employee
 contributions (if any) have been fully paid into the funding arrangement for
 the Benefit Plan.                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                              
| | (h) | Except as
 indicated in Schedule 4.1.12 of the EIS Disclosure Letter, no Benefit Plan
 provides benefits, including death or medical benefits (whether or not
 insured), with respect to employees or former employees of EIS beyond
 retirement or other termination of service, other than:
| |     |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                           | coverage
 required by Applicable Law,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                          | deferred
 compensation benefits accrued as Liabilities in the Financial Statements and
 Interim Trial Balance; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (iii)                                                                                                                                                                                                                                                                                         | benefits the
 full cost of which is borne by the employees or former employees (or their
 respective beneficiaries).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i) | Except as
 disclosed in Schedule 4.1.12 of the EIS Disclosure Letter,                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                              
| |     | (i)                                                                                                                                                                                                                                                                                           | there is no
 claim (other than routine claims for benefits), demand, suit, action, cause
 of action, dispute, proceeding, litigation, grievance, arbitration,
 governmental proceeding or other proceeding, including appeals and
 applications for review, in progress against, by or relating to any of the
 Benefit Plans or the associated funding arrangements, EIS is not aware of any
 state of facts which could reasonably be expected to provide a valid basis
 for any of the foregoing, nor, to the Knowledge of EIS, are any of the
 foregoing or any regulatory investigation, examination or audit pending or
 threatened; and
| |     |                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     | (ii)                                                                                                                                                                                                                                                                                          | there is not
 at present outstanding or pending any Order that adversely affects, or in any
 way relates to, any Benefit Plan or the associated funding arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|       |                      
|------ | ---------------------
|4.1.13 | Collective Agreements

EIS
is not a party, either directly or by operation of law, to any collective
agreement. No trade union, council of trade unions, employee bargaining agency
or affiliated bargaining agent holds bargaining rights with respect to any of
the employees of EIS or has applied or threatened to apply to be certified as
the bargaining agent of any of such employees. No material work stoppage or
other material labour dispute in respect of EIS or the Business is pending or
threatened. There have been no union organizing efforts conducted within the
last two (2) years with respect to the employees of EIS.

|       |                 
|------ | ----------------
|4.1.14 | Residence of EIS

EIS
is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

---



- 45 -

|       |          
|------ | ---------
|4.1.15 | Insurance

EIS
has caused the Purchased Assets to be insured through reputable insurers
against loss or damage as is appropriate to the Business and the Purchased
Assets in such amounts and against such risks as are customarily carried and
insured against by owners of comparable businesses, properties and assets, and
such insurance coverage will be continued in full force and effect to, and
including, the date of Closing. All such policies of insurance are in full
force and effect and EIS is not in default, whether as to the payment of premium
or otherwise, under the terms of any such policy. Schedule 4.1.15 of the EIS
Disclosure Letter sets forth a list of the material terms of all insurance
policies, letters of credit and surety bonds covering or relating to the
Business or the Purchased Assets.

|       |                      
|------ | ---------------------
|4.1.16 | Intellectual Property

| |     |                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Registrations and Applications. Schedule
 4.1.16 of the EIS Disclosure Letter contains a true and complete list of all
 Intellectual Property and Technology exercised
 in, used in or related to the Business (such Intellectual Property and
 Technology and all Confidential Information exercised in, used in or related
 to the Business or the Purchased Assets being EIS Intellectual Property).
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | Ownership. Except for Permitted
 Encumbrances, and except as set forth in Schedule 4.1.16 of the EIS
 Disclosure Letter, EIS is the sole and exclusive owner of, and has good and
 marketable worldwide title to, all EIS Intellectual Property *     
              free and clear
 of all Encumbrances.                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| | (c) | Validity of the Intellectual Property                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                       | The EIS
 Intellectual Property is valid, in full force and effect and has not been
 exercised, used or enforced or failed to be exercised, used or enforced in a
 manner that would result in the abandonment, opposition, re-examination, rejection,
 impeachment, cancellation, termination, lapsing, limitation, expungement or
 unenforceability of any of such Intellectual Property. All applications,
 registrations, filings, renewals and payments necessary to preserve the
 rights of EIS in and to the EIS Intellectual Property have been duly filed,
 made, prosecuted, maintained, are in good standing and are properly recorded
 in the name of EIS;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                      | Other than
 the Litigation, EIS has no Knowledge of any pending or threatened litigation,
 proceeding, claim, demand, arbitration, mediation, dispute resolution, suit,
 action, investigation or judicial review in which the EIS Intellectual
 Property is alleged to be invalid or not properly in the name of EIS. For
 greater certainty, EIS is not aware of any action for abandonment,
 opposition, re-examination, rejection, impeachment, cancellation,
 termination, lapsing, limitation, expungement or unenforceability of the EIS
 Intellectual Property; and                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                     | All
 applicable government fees with respect to any Canadian Patent listed in
 Schedule 4.1.16 of the EIS Disclosure Letter have been paid on the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

* Confidential treatment
requested.

---



- 46 -

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | basis that
 EIS and all of its predecessors in title are not entitled to claim small
 entity status as defined in the Canadian Patent Act. If any applicable
 government fee has been paid on the basis that EIS or any of its predecessors
 in title is entitled to claim such small entity status, EIS has proceeded
 with all applicable top-up fees pursuant to Section 78.6 of the Canadian Patent Actprior to February 1,
 2007.                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | Complete. The EIS Intellectual Property *
     
              are sufficient
 and complete to enable the Buyer to carry on the Business as currently
 conducted and as intended to be conducted upon completion of the conversion
 of the Business to the Fourth Generation Products as set out in the
 Transition Schedule. EIS has a sufficient number of valid Licences to cover
 all Software used by EIS in the Business and included in the Intellectual
 Property.                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (e) | Infringements by EIS. Except as set forth in
 Schedule 4.1.16 of the EIS Disclosure Letter or the Litigation, to the
 Knowledge of EIS:                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the exercise
 or use of the EIS Intellectual Property does not breach, violate, conflict
 with, infringe or interfere with any rights or obligations of, or duties owed
 to, any Person or require payment or consent for the exercise or use of any
 Intellectual Property of another Person. For greater certainty, EIS is not
 aware of any pending or threatened litigation, proceeding, claim, demand,
 arbitration, mediation, dispute resolution, suit, action, investigation or
 judicial review which alleges the exercise or use of the EIS Intellectual
 Property would or does infringe the Intellectual Property of a third party;
 and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | any service
 provided or products manufactured, produced, used, sold or licensed by EIS or
 any process, method, packaging, advertising or material that EIS employs in
 the manufacture, marketing, sales or distribution of any such product or
 service, or the use or exercise of any of the EIS Intellectual Property in or
 related to the Business, does not breach, violate, conflict with, infringe or
 interfere with any rights or obligations of, or duties owed to, any Person or
 require payment or consent for the exercise or use of any Intellectual
 Property or another Person.                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (f) | Licences and Covenants Not to Sue. Schedule
 4.1.16 of the EIS Disclosure Letter lists all licence agreements to which EIS
 is a party or is bound by (whether as licensor, licensee or otherwise) with
 respect to the EIS Intellectual Property. Except as provided in Schedule
 4.1.16 of the EIS Disclosure Letter, there are no judgments, covenants not to
 sue, permits, grants, franchises, licences, agreements or arrangements
 relating to any of the EIS Intellectual Property which bind, obligate or
 otherwise restrict EIS.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g) | Third Party Infringements. To EIS
 Knowledge, there are no infringements of, passing-off related to, or other
 interference with, the EIS Intellectual Property by third parties.                                                                                                                                                                                                                                                                                                                                                         

* Confidential treatment
requested.

---



- 47 -

|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                  
|------ | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (h) | Work-for-Hire Agreements. All employees,
 agents, consultants or contractors who have contributed to or participated in
 the creation or development of the Intellectual Property on behalf of EIS or
 any predecessor-in-interest thereto either: (i) is a party to a
 work-for-hire agreement under which EIS is deemed to be the original
 owner/author of all property rights therein; or (ii) has executed an
 assignment or an agreement to assign in favor of EIS (or such
 predecessor-in-interest, as applicable) of all right, title and interest in
 such material.
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1.17 |     | Privacy Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (a) | Compliance. EIS carries on and has carried
 on the Business in compliance with all Applicable Laws relating to the
 protection of Personal Information wherever such Personal Information may be
 situate.                                                                                                                                                                                                                                                                                                                                                                        
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (b) | Consent. Where consent of an individual to
 the collection, use or disclosure of Personal Information is required, by law
 or the privacy policies of EIS, such consent has been obtained in accordance
 with Privacy Law and such policies.                                                                                                                                                                                                                                                                                                                                      
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (c) | Purposes. All Personal Information held by
 EIS was collected and is used and disclosed by EIS for reasonable and
 legitimate purposes in accordance with Applicable Law and the privacy
 policies.                                                                                                                                                                                                                                                                                                                                                                               
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (d) | Agents. EIS has not transferred Personal
 Information to any agent or other third party service provider for any
 purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       | (e) | No Investigations, Orders or Offences.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | There are no
 current or unresolved requests for access to Personal Information, nor is EIS
 the subject of a complaint, audit, review, investigation or inquiry or
 similar proceeding, made under any Privacy Law;                                                                                                             
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                  
|       |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | no order has
 been issued, nor any recommendations made, by any Privacy Commissioner or
 other data protection authority, in respect of EIS, the Business or its
 authorized agents, of Personal Information held by or on behalf of EIS or of
 any privacy practices or procedures of EIS;                                      
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                  
|       |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | EIS has not
 been charged with or convicted of an offence for non-compliance with or
 breach of any Privacy Law, has not been fined or otherwise sentenced for
 non-compliance with or breach of any Privacy Law, nor has EIS settled any
 prosecution short of conviction for non-compliance with or breach of any
 Privacy Law;
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                  
|       |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | EIS has not
 received any notice of judgment or commencement of proceedings of any nature,
 or experienced any search and seizure related to, any breach or alleged
 breach of or non-compliance with any Privacy Law; and                                                                                                       

---



- 48 -

|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | there are no
 facts or circumstances that could give rise to breach or alleged breach of,
 or non-compliance with, any Privacy Law.                                                                                                                                                                                                                                                                                   
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.1.18 |     | Environmental Matters                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (a) | Compliance. All operations of EIS are now
 and always have been in compliance in all respects with all applicable
 Environmental Laws and all Environmental Permits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (b) | Environmental Permits. EIS possesses all
 Environmental Permits necessary or desirable to operate the Business. The
 Environmental Permits are listed on Schedule 4.1.18 of the EIS Disclosure
 Letter. The Environmental Permits are in full force and effect unamended,
 have been complied with in all respects; there are no proceedings in
 progress, or to the Knowledge of EIS, pending or threatened, which may result
 in the cancellation, revocation, suspension or modification of any
 Environmental Permit; and there are no facts or circumstances that may result
 in the cancellation, revocation, suspension or modification of an
 Environmental Permit. No Environmental Permit will become void or voidable as
 a result of the Closing nor is any consent of any Person required to the
 transactions contemplated hereby in order to maintain any Environmental
 Permit in full force and effect.
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (c) | Remedial Orders. None of EIS, the Business
 or the Purchased Assets are the subject of any Remedial Order or any request
 from any Governmental Authority that may result in any Remedial Order, nor,
 to the Knowledge of EIS, has any investigation, evaluation or other
 proceeding been commenced to determine whether any such Remedial Order is
 necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (d) | No Offences. Except as disclosed in Schedule
 4.1.18 of the EIS Disclosure Letter,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | EIS has not
 been charged with or convicted of an offence for non-compliance with or
 breach of any Environmental Law or Environmental Permit, nor has EIS been
 fined, ticketed or otherwise sentenced for non-compliance with or breach of
 any Environmental Law, nor has EIS settled any prosecution short of
 conviction for non-compliance with or breach of any Environmental Law or
 Environmental Permit; and
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | EIS has not
 received any notice of judgment or commencement of proceedings of any nature,
 or experienced any search and seizure, nor is EIS under investigation related
 to, any breach or alleged breach of or non-compliance with any Environmental
 Law or Environmental Permit.                                                                                                                                 
|       |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | (e) | Reporting. EIS has provided all reports and
 information to the appropriate Governmental Authority as required by such
 Governmental Authority pursuant to all applicable Environmental Laws and the
 Environmental Permits, copies of which have been provided to the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---



- 49 -

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (f) | No Release or Disposal of Hazardous Substances.                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                      | EIS has not
 caused or permitted, and EIS has no Knowledge of, the Release or Disposal of
 any Hazardous Substance on, from, under or to the Leased Premises or of any
 Release or Disposal from a facility owned or operated by any other Person,
 including previously owned or occupied properties, for which EIS may have
 liability;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                     | there are no
 Hazardous Substances on, at or under the Leased Premises; and                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                    | all
 Hazardous Substances generated, handled, stored, treated, processed,
 transported or disposed of by or on behalf of EIS have been generated,
 handled, stored, treated, processed, transported or disposed of in compliance
 with all applicable Environmental Laws and the Environmental Permits.                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| |     | Schedule
 4.1.18 of the EIS Disclosure Letter identifies all the locations where
 Hazardous Substances used in whole or in part by EIS or resulting from the
 Business have been or are being handled, stored, treated, processed,
 transported or disposed of.                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| | (g) | Neighbours. EIS has no Knowledge of a Release
 or Disposal of any Hazardous Substance from any property that could result in
 the presence of Hazardous Substances on the Leased Premises, or have an
 adverse effect on EIS, the Business or the Purchased Assets.                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| | (h) | Documents, Records and Environmental Compliance Reviews.
 EIS has maintained all documents and records concerning the Environment in
 the manner and for the time periods required by Environmental Laws. Copies of
 all Environmental Compliance Reviews done by or on behalf of EIS or any other
 Person in respect of the Leased Premises, the Business or any Purchased
 Assets or any part of them have been provided to the Buyer.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| | (i) | Specific Issues. Except as disclosed in
 Schedule 4.1.18 of the EIS Disclosure Letter:                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                      | EIS has not received
 any Environmental Notice that EIS is, or is potentially, responsible for any
 clean-up, remediation or corrective or preventative action under any
 Environmental Laws and EIS has no Knowledge of any facts or circumstances
 which could give rise to any such Environmental Notice;                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                     | EIS has not
 received any request for information with respect to the Disposal of any
 Hazardous Substance on, at or under any of the Leased Premises or the
 existence of a Hazardous Substance or waste disposal site on, at or under any
 of the Leased Premises;                                                                     

---



- 50 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                |                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (iii)                          | EIS has no
 Knowledge that any part of the Leased Premises has been used by any Person
 for the Disposal of Hazardous Substances or as a dump site, either
 temporarily or permanently;                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                |                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (iv)                           | no
 polychlorinated biphenyls, asbestos, asbestos-containing materials or urea
 formaldehyde or radio-active substances is or has ever been on or at the
 Leased Premises or in or forming part of any other Purchased Assets;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                |                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (v)                            | no storage
 tanks are or have been on, at or under the Leased Premises;                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                |                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (vi)                           | all
 pollution control equipment operated as part of the Business is effective in
 meeting applicable emissions limits and effluent pre-treatment standards; and                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                |                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | (vii)                          | EIS has not
 used any ozone depleting substance as a propellant nor has it used any
 equipment in a designated class containing any ozone depleting substance.                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                |                                                                                                                                                                                                                               
|4.1.19                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Occupational Health and Safety
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|EIS
 has provided the Buyer with all inspection reports under Occupational Health
 and Safety Acts relating to EIS. There are no outstanding inspection Orders
 or any pending or threatened charges made under any Occupational Health and
 Safety Acts relating to EIS or the Business. There have been no fatal or
 critical accidents within the last five years which might lead to charges
 under Occupational Health and Safety Acts. EIS has complied in all respects
 with any Orders issued under Occupational Health and Safety Acts. There are
 no appeals of any Orders under Occupational Health and Safety Acts relating
 to EIS or the Business which are currently outstanding.                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1.20                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Workers Compensation         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|There
 are no notices of assessment, provisional assessment, reassessment,
 supplementary assessment, penalty assessment or increased assessment (collectively,
 Assessments) or any other
 communications related thereto which EIS has received from any workers
 compensation or workplace safety and insurance board or similar authorities
 in any jurisdictions where the Business is carried on, there are no Assessments
 which are unpaid on the date hereof, and there are no facts or circumstances
 which may result in an increase in liability to EIS from any applicable
 workers compensation or workplace safety and insurance legislation,
 regulations or rules after the Closing. EIS accident cost experience
 relating to the Business is such that there are no pending or possible
 Assessments and there are no claims or potential claims which may adversely
 affect EIS accident cost experience.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1.21                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Real Property Leases          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|Schedule
 4.1.21 of the EIS Disclosure Letter sets forth a true and complete list of
 the Leases (including all amendments thereto), true and complete copies of
 which have been provided to the Buyer, and identifies the other party to each
 Lease. Each of the Leases is valid and enforceable in accordance with its
 terms. Each of the Leases covers the entire estate it                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---



- 51 -

purports to
cover and, following Closing, will continue to entitle the Buyer to the use,
occupancy and possession of the real property specified in the Lease for the
purposes such property is currently used. All payments required to be paid by
EIS pursuant to the Leases have been paid when due and EIS is not otherwise in
default in meeting its obligations under any of the Leases. None of the other
parties to the Leases is in default in meeting any of its obligations under its
respective Lease. No event exists which, but for the passing of time or the
giving of notice, or both, would constitute a default by any party to a Lease
and no party to a Lease is claiming any such default or taking any action
purportedly based upon any such default. EIS has not waived, or omitted to take
any action in respect of, any of its rights under any Lease. Except as
described in Schedule 4.1.21 of the EIS Disclosure Letter, EIS is not aware of
any non-disturbance agreements, lessor forbearance agreements, lessor waiver
agreements or similar agreements affecting any of the Leases.

|                                                                                                                                                                                                                     |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1.22                                                                                                                                                                                                               | No Expropriation
|                                                                                                                                                                                                                     |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|EIS
 has not received any notice of expropriation of all or any part of the
 Purchased Assets and EIS is not aware of any expropriation proceeding pending
 or threatened against or affecting the Purchased Assets.
|                                                                                                                                                                                                                    
|4.1.23                                                                                                                                                                                                               | GST Registration
|                                                                                                                                                                                                                     |                 
|EIS
 is registered under Subdivision d of Division V of Part IX of the Excise Tax Act (Canada) and has been
 assigned GST/HST Number R123729576.                                                                    
|                                                                                                                                                                                                                    
|4.1.24                                                                                                                                                                                                               | Contracts       
|                                                                                                                                                                                                                     |                 
|                                                                                                                                                                                                                     | (a)              | Except for
 the Contracts listed in any of Schedules 4.1.11 (Employee List), 4.1.24
 (Contracts) and 4.1.25 (Licenses) of the EIS Disclosure Letter, and except
 for the Leases and the Equipment Leases, EIS is not a party to or bound by
 any Contract (i) that is not in the ordinary course of the Business, or (ii)
 containing continuing covenants limiting the freedom of EIS to compete in any
 line of business with any Person or in any area or territory. True and
 correct copies of or descriptions of all of the Contracts listed in Schedules
 4.1.11, 4.1.24 and 4.1.25 of the EIS Disclosure Letter, the Leases and the
 Equipment Leases have been delivered to the Buyer or its solicitors.                                                                                                                                                                                                                
|                                                                                                                                                                                                                     |                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                     | (b)              | Except as
 disclosed on Schedule 4.1.24 of the EIS Disclosure Letter, the Contracts are
 all in good standing and in full force and effect with no amendments. All of
 the Contracts are valid and binding obligations of the parties thereto
 enforceable in accordance with their respective terms. EIS has complied with
 all material terms of the Contracts, has paid all amounts due thereunder, has
 not waived any rights thereunder and no default or breach exists in respect
 thereof on the part of any of the parties thereto. No event has occurred
 which, after the giving of notice or the lapse of time or both, would
 constitute such a default or breach. All amounts payable to EIS under the
 Contracts are still due and owing to EIS without any right of set-off (other
 than any set-off right which exists at law) or counterclaim. Schedule 4.1.24
 of the EIS Disclosure Letter also sets forth all

---



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | quotations,
 orders or tenders for contracts which remain open for acceptance. EIS is not
 a party to any Contract which it does not have the capacity to perform,
 including the necessary personnel, equipment and supplies. Except as
 disclosed in Section 4.1.24 of the EIS Disclosure Letter, no purchase
 commitment of EIS is in excess of its normal business requirements or is not
 terminable by EIS without penalty on notice of 30 days or less.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1.25                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Licenses                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The
 only Licences necessary or desirable for the operation of the Business and
 the ownership of the Purchased Assets are listed in Schedule 4.1.25 of the
 EIS Disclosure Letter and are in full force and effect unamended. EIS is in
 compliance in all respects with all provisions of the Licences and there are
 no proceedings in progress, or pending or threatened, which may result in
 revocation, cancellation, suspension or any adverse modification of any of
 the Licences. No Licence is void or voidable as a result of the completion of
 the transactions contemplated hereby or by the Closing Documents nor is any
 consent or approval of any Person required to ensure the continued validity
 and effectiveness of any Licence in connection with the purchase of the
 Purchased Assets, this Agreement, any Closing Document or the transactions
 contemplated hereby or thereby.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1.26                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Equipment Leases                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Schedule
 4.1.26 of the EIS Disclosure Letter sets forth a true and complete list of
 all Equipment Leases. All of the Equipment Leases are in full force and
 effect and no default exists thereunder on the part of EIS or, to the
 Knowledge of EIS, on the part of any of the other parties thereto. The entire
 interest of EIS under each of the Equipment Leases is held by EIS free and
 clear of any Encumbrances, except for Permitted Encumbrances, and all
 payments due under the Equipment Leases have been duly paid and all
 obligations to be discharged or performed under the Equipment Leases have
 been fully discharged and performed in accordance with the terms of the
 Equipment Leases.                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1.27                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Condition of Purchased Assets                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The
 Equipment and other tangible personal property of EIS which are Purchased
 Assets are to EIS Knowledge structurally sound, in good operating condition
 and repair having regard to their use and age and are adequate and suitable
 for the uses to which they are being put, reasonable wear and tear excepted.
 None of such Equipment or other property is in need of maintenance or repairs
 except for ordinary routine maintenance and repairs that are not material in
 nature or cost.                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.1.28                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Compliance with Laws                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The
 operations of EIS have been conducted and presently are conducted in all
 respects in compliance with all Applicable Laws of each jurisdiction in which
 the Business has been and is carried on and, except for breaches which are
 not in the aggregate material to EIS or to the Business, EIS has not received
 any notice of any alleged breach or investigation under any such Applicable
 Laws. To the Knowledge of EIS, no officer, employee or agent of EIS, nor any
 other Person acting on its behalf, has, directly or indirectly, given or
 agreed to give any gift or                                                                                                                                                                                                                                                                                                                    

---



- 53 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                        |                                                                                                                                                                                                                                                                                                                                                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|similar
 benefit to any customer, supplier, governmental employee or other Person who
 is or may be in a position to help or hinder the Business (or assist EIS in
 connection with any actual or proposed transaction) in violation of any
 Applicable Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.1.29                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Suppliers and Customers               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                       
|EIS
 has delivered to the Buyer a true and complete list of (i) all customers of
 EIS since October 1, 2005 and (ii) all suppliers of EIS that have billed in
 excess of CAD$50,000 since October 1, 2005. To EIS Knowledge, no such
 supplier or customer has any intention to change its relationship or any
 terms upon which it will conduct business with EIS. There has been no
 interruption to or discontinuity in any customer or supplier arrangements or
 relationships referred to in this Section 4.1.29 of the EIS Disclosure Letter
 and, except as disclosed in Schedule 4.1.29 of the EIS Disclosure Letter, EIS
 has not entered into any fixed price commitments (whether written or oral)
 which extend beyond the Closing.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.1.30                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Trade Allowances                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                       
|Except
 as described in Schedule 4.1.30 of the EIS Disclosure Letter, no customer of
 EIS is entitled to or customarily receives discounts, allowances, volume
 rebates or similar reductions in price or other trade terms arising from any
 agreement or understanding (whether written or oral) with or concessions
 granted to any customer. Schedule 4.1.30 of the EIS Disclosure Letter also
 includes a summary of all marketing and pricing policies, including
 promotions and trade allowances, relating to EIS which are currently in
 effect or which have been in effect during any of its five most recently
 completed fiscal years.                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.1.31                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Product Liability and Product Warranty
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (a)                                    | EIS has not
 received any statements, citations or decisions or orders by any Governmental
 Authority stating that any product or service manufactured, provided, sold,
 designed, marketed or distributed at any time relating to the Business is
 defective or unsafe or fails to meet any standards promulgated by any such
 Governmental Authority.                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                        |                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (b)                                    | There are no
 existing or threatened product liability or other similar claims against EIS
 for products or services of the Business.                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                        |                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (c)                                    | All products
 sold, serviced or distributed by EIS in respect of the Business have been in
 conformance with all contractual commitments and all express or implied
 warranties of EIS.                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                        |                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (d)                                    | Except as
 disclosed in Section 4.1.31(d) of the EIS Disclosure Letter, no product sold,
 serviced or distributed by EIS in respect of the Business prior to the
 Closing is subject to any guarantee or warranty other than EIS or the
 purchasing customers standard terms and conditions of sale and the legal
 warranties, if any, in the applicable jurisdictions.

---



- 54 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.1.32                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Taxes                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (a)                      | EIS has paid
 or made arrangements for the payment of all Taxes in respect of the Business
 and the Purchased Assets, as well as all professional fees incurred in
 connection with such Taxes, which are capable of forming or resulting in an
 Encumbrance on the Purchased Assets or becoming a liability or obligation of
 the Buyer and there are no inquiries, audits, investigations, disputes,
 objections, appeals or other proceedings in progress, pending or threatened
 in connection with any Taxes in respect of the Business or the Purchased
 Assets. All Tax Returns required to be filed in connection with the Business
 or the Purchased Assets have been accurately prepared and duly and timely
 filed.                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (b)                      | EIS has
 withheld or collected all amounts required to be withheld or collected by it
 in respect of Taxes, and has remitted such amounts to the applicable
 Governmental Authority when required to do so and, in respect of such amounts
 withheld or collected that are not yet required to be remitted, has properly
 set aside such amounts in accounts for such purpose or included in the
 Balance Sheet. Without limiting the generality of the foregoing, EIS has
 fulfilled all material requirements under the Income Tax Act (Canada), the Canada Pension Plan, the Employment Insurance
Act (Canada) and
 any applicable provincial legislation for withholding of amounts from
 employees and has remitted all amounts withheld to the appropriate
 authorities within the prescribed times.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1.33                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Books and Records       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                         
|EIS
 has made available to the Buyer all Books and Records. Such Books and Records
 fairly and correctly set out and disclose in all respects the financial
 position of EIS and the Business in accordance with good business practice
 and all financial transactions relating to EIS and the Business have been
 accurately recorded in such Books and Records. The Books and Records:                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (a)                      | accurately
 reflect the basis for the financial condition and the revenues, expenses and
 results of the operations of EIS and the Business shown in the Financial
 Statements; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (b)                      | present
 fairly the financial condition and the revenues, expenses and results of the
 operations of EIS and the Business as of and to the date hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1.34                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Competition Act; HSR Act
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                         
|The
 aggregate value of the Purchased Assets in Canada, determined as of such time
 and in such manner as is prescribed under the Competition Act, does not
 exceed CAD$50,000,000 and the gross revenues from sales in or from Canada,
 generated from the Purchased Assets in Canada determined for such annual
 period and in such manner as is prescribed under the Competition Act, do not
 exceed CAD$50,000,000. The aggregate value of the Purchased Assets and
 Assumed Liabilities calculated for purposes of the HSR Act do not exceed
 $50,000,000.

---



- 55 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------
|4.1.35                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Investment Canada Act             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|EIS
 is a WTO investor as defined in the Investment Canada Act. The Business
 does not, directly or indirectly, involve, in whole or in part, any of the
 business activities set out in Section 14.1(5) of the Investment Canada Act
 or any activities prescribed for purposes of Section 15 of the Investment
 Canada Act. The aggregate value of the Purchased Assets used in carrying on
 any Canadian Business or Canadian Businesses forming part of the Business,
 determined in accordance with the Investment Canada Act and the regulations
 thereunder, is less than CAD$281million.                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1.36                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Relationships with Related Persons
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|Other
 than as set out in Section 4.1.36 of the EIS Disclosure Letter, no
 Shareholder or any Principal or any Related Person of any of them has, or
 since October 1, 2005 has had, any interest in any property (whether real,
 personal or mixed and whether tangible or intangible) used in or pertaining
 to the Business other than Mr. Manor. None of EIS nor any Principal or
 Shareholder nor any Related Person of any of them owns, or since October 1,
 2005, has owned, of record or as a beneficial owner, an equity interest or
 any other financial or profit interest in any Person that has (a) had
 business dealings or a material financial interest in any transaction with
 EIS or (b) engaged in competition with EIS with respect to any line of the
 products or services of EIS in any market presently served by EIS. No
 Shareholder, Principal or any Related Person of any of them is a party to any
 Contract with, or has any claim or right against, EIS.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1.37                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Solvency                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|EIS
 is not now insolvent and will not be rendered insolvent by any of the
 transactions which are the subject matter of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1.38                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Liabilities                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|Other
 than the Assumed Liabilities, there are no Liabilities outstanding with
 respect to the Business or the Purchased Assets for which Buyer or its
 directors, officers, employees, agents, or other representatives of the Buyer
 may be held liable as a result of the transactions contemplated by this
 Agreement and the Closing Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.1.39                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Disclosure                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                   
|No
 representation or warranty made by EIS in this Agreement contains any untrue
 statement of a material fact and the representations and warranties contained
 in this Agreement do not omit to state any material fact necessary to make
 any of the representations or warranties contained herein not misleading to a
 prospective buyer of the Purchased Assets seeking full information as to the
 Purchased Assets, EIS and the Business. Without limiting the scope of the
 foregoing, EIS has no Knowledge of any change, event or occurrence that has
 taken place or is pending that has, or in the future could have, a material
 adverse effect on the value or ownership of the Purchased Assets, EIS, the
 Business or the ability of the Buyer to operate the Business subsequent to
 Closing in the manner in which it has been operated by EIS prior to Closing,
 or which could result in a material increase in the costs of operating the
 Business subsequent to    

---



- 56 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             |                                                                                                                                                                                                                            |                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------
|Closing,
 including any pending or present change in any Applicable Law or other
 requirement, including the obtaining or maintenance of Licences or approvals.                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1.40                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Protection of Confidentiality              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                            
|EIS
 has taken commercially reasonable precautions and made commercially
 reasonable efforts to protect the Confidential Information related to or used
 in the Business from disclosure to, or use by, unauthorized Persons, as well
 as from harm, theft, tampering, sabotage and transmission. EIS is not aware
 of any security or confidentiality related to the Business having been
 breached by any Person.                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.1.41                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Inventory                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                            
|All
 items included in the Inventory consist of a quality and quantity usable and,
 with respect to finished goods, saleable, in the ordinary course of Business
 of EIS except for Obsolete Inventory. Inventories now on hand were purchased
 in the ordinary course of business of EIS at a cost not exceeding market
 prices prevailing at the time of purchase. The quantities of each item of
 Inventories (whether raw materials, work-in-process or finished goods) are
 not excessive but are reasonable in the present circumstances of EIS.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Representations and Warranties of Mr. Manor
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                            
|Mr.
 Manor represents and warrants to the Buyer as is set out in the following
 Subsections of this Section and acknowledges that the Buyer is relying upon
 such representations and warranties in entering into this Agreement.                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Execution, Delivery and Enforceability     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                            
|This
 Agreement has been, and each Closing Document to which Mr. Manor is a party,
 will on Closing be, duly executed and delivered by Mr. Manor, and this
 Agreement constitutes, and each Closing Document to which Mr. Manor is a
 party will on Closing constitute, a valid and binding obligation of Mr. Manor
 enforceable against him in accordance with its terms.                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Absence of Conflicting Agreements          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                            
|None
 of the execution and delivery of, or the observance and performance by Mr.
 Manor of, any covenant or obligation under this Agreement or any Closing
 Document to which he is a party, or the Closing:                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (a)                                         | contravenes
 or results in, or will contravene or result in, a material violation of or a
 default under (with or without the giving of notice or lapse of time, or
 both) or in the acceleration of any obligation under:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             |                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             | (i)                                                                                                                                                                                                                        | any
 Applicable Law; or                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             |                                                                                                                                                                                                                            |                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                             | (ii)                                                                                                                                                                                                                       | the
 provisions of any contract to which he is a party; or

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|                                                                                                                                                                                                                                                                                                                                                                                              |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                              | (b)                         | results in
 the creation or imposition of any Encumbrance on Mr. Manor or any of the
 Purchased Assets.                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                              |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2.3                                                                                                                                                                                                                                                                                                                                                                                         | Consents, Approvals        
|                                                                                                                                                                                                                                                                                                                                                                                              |                            
|                                                                                                                                                                                                                                                                                                                                                                                              |                             | Except as
 set forth in Schedule 4.2.3 of the Manor Disclosure Letter:                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                              |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                              | (a)                         | no consent,
 approval, authorization, registration, declaration or filing with any
 Governmental Authority or any other Person is required by Mr. Manor in
 connection with the execution and delivery by Mr. Manor of this Agreement or
 the observance and performance by Mr. Manor of his obligations under this
 Agreement;                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                              |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                              | (b)                         | no consent
 or approval is required to be obtained by Mr. Manor in connection with the
 execution and delivery by Mr. Manor of this Agreement or any of the Closing
 Documents to (i) avoid the loss of any Licence or the breach of any Contract
 or the creation of any Encumbrance on any of the Purchased Assets, or (ii) to
 enable the Buyer to own and operate the Purchased Assets and continue the
 lawful operation of the Business following the date of Closing; and
|                                                                                                                                                                                                                                                                                                                                                                                              |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                              | (c)                         | there is no
 requirement, on the part of Mr. Manor, to make any filing with, give any
 notice to, or obtain any License from, any Governmental Authority as a
 condition to the lawful completion of the transactions contemplated by this
 Agreement or by any of the Closing Documents.                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                              |                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2.4                                                                                                                                                                                                                                                                                                                                                                                         | Sufficiency of Manor Assets
|                                                                                                                                                                                                                                                                                                                                                                                              |                            
|The
 Manor Assets constitute all of the assets, tangible and intangible, of any
 nature whatsoever owned by Mr. Manor that are used in the operation of the
 Business as currently conducted or as proposed to be conducted by EIS
 *     
              .                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                             
|4.2.5                                                                                                                                                                                                                                                                                                                                                                                         | Title to Assets            
|                                                                                                                                                                                                                                                                                                                                                                                              |                            
|Mr.
 Manor is the registered, legal and beneficial owner of the Manor Assets, with
 good and marketable title thereto, free and clear of all title defects and
 Encumbrances, except for Permitted Encumbrances. At Closing, Mr. Manor will
 convey to Buyer good and marketable title to all of the Manor Assets free and
 clear of all Encumbrances, except for the Permitted Encumbrances.
|                                                                                                                                                                                                                                                                                                                                                                                             
|4.2.6                                                                                                                                                                                                                                                                                                                                                                                         | No Options                 
|                                                                                                                                                                                                                                                                                                                                                                                              |                            
|No
 Person other than the Buyer has any oral or written agreement, option,
 warrant, privilege or right, or any right capable of becoming any of the
 foregoing (whether legal, equitable, contractual or otherwise), for the
 purchase from Mr. Manor of any of the Manor Assets.                                                                                                           

* Confidential treatment
requested.

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Litigation            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                       
|There
 is no claim, demand, suit, action, cause of action, dispute, proceeding,
 litigation, investigation, grievance, arbitration, governmental proceeding or
 other proceeding, including appeals and applications for review, in progress
 against, by or relating to Mr. Manor or affecting the Manor Assets or the
 Business, nor, to the Knowledge of Mr. Manor, are any of the same pending or
 threatened. Mr. Manor is not aware of any state of facts which would provide
 a valid basis for any of the foregoing. There is not at present outstanding
 or pending against Mr. Manor any Order that may adversely affect the Business
 or any of the Manor Assets.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Residence of Mr. Manor
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                       
|Mr.
 Manor is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | No Expropriation      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                       
|Mr.
 Manor has not received any notice of expropriation of all or any part of the
 Manor Assets and Mr. Manor is not aware of any expropriation proceeding
 pending or threatened against or affecting the Manor Assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4.2.10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | *                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (a)                    | Registrations and Applications. Schedule
 4.2.10 to the Manor Disclosure Letter contains a true and complete list of
 all *     
              owned by Mr.
 Manor and exercised in, used in or related
 to the Business (such
 *     
              and all Confidential
 Information owned by Mr. Manor and exercised in, used in or related to the
 Business being 
 *     
              ).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (b)                    | Ownership. Except for Permitted
 Encumbrances, and except as set forth in Schedule 4.2.10 to the Manor
 Disclosure Letter, Mr. Manor is the sole and exclusive owner of, and has good
 and marketable worldwide title to, all
 *     
              , free and clear
 of all Encumbrances.                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (c)                    | Validity of the*                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        | (i)                                                                                                                                                                                                                                                                                                                                                                                               | The
 *     
              is valid, in
 full force and effect and has not been exercised, used or enforced or failed
 to be exercised, used or enforced in a manner that would result in the
 abandonment, opposition, re-examination, rejection, impeachment,
 cancellation, termination, lapsing, limitation, expungement or
 unenforceability of any of such
 *     
              . All
 applications, registrations, filings, renewals and payments necessary to
 preserve the rights of Mr. Manor in and to the
 *     
              have been duly
 filed, made, prosecuted, maintained, are in good standing and are properly
 recorded in the name of Mr. Manor;
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        |                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                              | Mr. Manor
 has no Knowledge of any pending or threatened litigation, proceeding, claim,
 demand, arbitration, mediation, dispute resolution, suit,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

* Confidential treatment
requested.

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| |     |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                      | action,
 investigation or judicial review in which the
 *     
              is alleged to be
 invalid or not properly in the name of Mr. Manor. For greater certainty, Mr.
 Manor is not aware of any action for abandonment, opposition, re-examination,
 rejection, impeachment, cancellation, termination, lapsing, limitation,
 expungement or unenforceability of the
 *     
              ; and                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                | All
 applicable government fees with respect to any
 *     
              listed in
 Schedule 4.2.10 to the Manor Disclosure Letter have been paid on the basis
 that Mr. Manor, and all of his predecessors in title are not entitled to
 claim small entity status as defined in the
 *     
              Act. If any
 applicable government fee has been paid on the basis that Mr. Manor or any of
 his predecessors in title is entitled to claim such small entity status, Mr.
 Manor has proceeded with all applicable
 *     
              pursuant to
 *     
              of the
 *     
              Actprior to February 1, 2007.                                                                                                             
| |     |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | Complete. The
 *     
              , along with the
 EIS Intellectual Property, is sufficient and complete to enable the Buyer to
 carry on the Business
 *     
              .   
| |     |                                                                                                                                                                                     
| | (e) | *     
              by Manor. Except as set forth in Schedule
 4.2.10 to the Manor Disclosure Letter, to the Knowledge of Mr. Manor:                                               
| |     |                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                  | the exercise
 or use of the
 *     
              related to or in
 conducting the Business does not breach, violate, conflict with,
 *     
              or interfere
 with any rights or obligations of, or duties owed to, any Person or require
 payment or consent for the exercise or use of any
 *     
              of another
 Person. For greater certainty, Mr. Manor is not aware of any pending or
 threatened litigation, proceeding, claim, demand, arbitration, mediation,
 dispute resolution, suit, action, investigation or judicial review which
 alleges the exercise or use of the *     
              related
 to or in conducting the Business would or does
 *     
              the
 *     
              of a third
 party; and
| |     |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                 | any service
 provided or products manufactured, produced, used, sold or licensed by Mr.
 Manor or EIS or any process, method, packaging, advertising or material that
 Mr. Manor or EIS employs in the manufacture, marketing, sales or distribution
 of any such product or service, or the use or exercise of any of the
 *     
              in or related to
 the Business, does not breach, violate, conflict with, *     
              or
 interfere with any rights or obligations of, or duties owed to, any Person or
 require payment or consent for the exercise or use of any
 *     
              or another
 Person.                                                                                                                         
| |     |                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | *                     

              and Covenants Not to Sue. Schedule 4.2.10
 to the Manor Disclosure Letter lists all
 *     
                 agreements to
 which Mr. Manor is

* Confidential treatment
requested.

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                               
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                               | a party or
 is bound by (whether as
 *     
              or otherwise)
 with respect to the
 *     
              . Except as
 provided in Schedule 4.2.10 to the Manor Disclosure Letter, there are no
 judgments, covenants not to sue, permits, grants, franchises,
 *     
              , agreements or
 arrangements relating to any of the *     
              which
 bind, obligate or otherwise restrict Mr. Manor.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (g)                                                           | Third Party*     
              .
 To the Knowledge of Mr. Manor, there are no
 *     
              of,
 *     
              related to, or
 other interference with, the
 *     
              by third
 parties.                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.2.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Other Manor Assets                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                              
|Other
 than the *     
              , there
 are no other assets owned by Mr. Manor used in the Business or contemplated
 to be used in the future in connection with the production, manufacture and
 sale of the *     
              of
 EIS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | GST Registration                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                              
|Mr.
 Manor is registered under Subdivision d of Division V of Part IX of the Excise Tax Act (Canada) and has been
 assigned GST/HST Number BN 19731 1244.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.2.13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Disclosure                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                              
|No
 representation or warranty made by Mr. Manor in this Agreement contains any
 untrue statement of a material fact and the representations and warranties
 contained in this Agreement do not omit to state any material fact necessary
 to make any of the representations or warranties contained herein not
 misleading to a prospective buyer of the Manor Assets seeking full
 information as to the Manor Assets and the Business. Without limiting the
 scope of the foregoing, Mr. Manor has no Knowledge of any change, event or
 occurrence that has taken place or is pending that has, or in the future
 could have, a material adverse effect on the value or ownership of the Manor
 Assets or the ability of the Buyer to use
 the Manor Assets subsequent to the Closing in the manner in which it has been
 used by Mr. Manor and EIS prior to the Closing and as contemplated to be used
 by Mr. Manor and EIS in the future in connection with the production,
 manufacture and sale of the
 *     
              of EIS or which
 could result in a material increase in the costs of operating the Business
 subsequent to Closing, including any pending or present change in any
 Applicable Law or other requirement, including the obtaining or maintenance
 of Licences or approvals.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Representations and Warranties of Principals and Shareholders
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                              
|Each
 Principal and Shareholder represents and warrants to the Buyer in respect of
 itself and its related Shareholder and Principal only, as applicable, as is
 set out in the following Subsections of this Section and acknowledges that
 the Buyer is relying upon such representations and warranties in entering
 into this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

* Confidential treatment
requested.

---



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------
|4.3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Trust Matters                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (a)                                    | The
 Shareholder is a trust duly organized and not dissolved under the laws of its
 jurisdiction of formation. No proceedings have been taken or authorized by
 the Shareholder or, to the Knowledge of the Shareholder, by any other Person,
 with respect to the bankruptcy, insolvency, liquidation, dissolution or
 winding up of the Shareholder.         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (b)                                    | The
 Shareholder has all necessary power and capacity to enter into, execute and
 deliver, and to observe and perform its covenants and obligations under, this
 Agreement and the Closing Documents to which it is a party, and to consummate
 the transactions contemplated hereby and thereby and any instruments or
 agreements required herein or therein.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (c)                                    | The
 Shareholder has taken all action necessary to authorize the execution and
 delivery of, and the observance and performance of its covenants and
 obligations under, this Agreement and the Closing Documents to which it is a
 party.                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |                                                                                                                                                                                                                                                                                                                                                                
|4.3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Execution, Delivery and Enforceability
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                       
|This
 Agreement has been, and each Closing Document to which the Principal or
 Shareholder is a party will on Closing be, duly executed and delivered by the
 Principal and Shareholder, as applicable, and this Agreement constitutes, and
 each Closing Document to which the Principal and Shareholder is a party will
 on Closing constitute, a valid and binding obligation of the Principal or
 Shareholder, as applicable, enforceable against it in accordance with its
 terms.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Absence of Conflicting Agreements     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                       
|None
 of the execution and delivery of, or the observance and performance by the
 Principal or Shareholder of, any covenant or obligation under this Agreement
 or any Closing Document to which the Principal or Shareholder is a party, or
 the Closing:                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (a)                                    | contravenes
 or results in, or will contravene or result in, a material violation of or a
 default under (with or without the giving of notice or lapse of time, or
 both) or in the acceleration of any obligation under:                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        | (i)                                                                                                                                                                                                                                                                                                                                                             | any
 Applicable Law; or                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        | (ii)                                                                                                                                                                                                                                                                                                                                                            | the
 provisions of any contract to which it is a party; or
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                        |                                                                                                                                                                                                                                                                                                                                                                 |                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (b)                                    | results in
 the creation or imposition of any Encumbrance on the Principal or
 Shareholder, as applicable, or any of the Purchased Assets.                                                                                                                                                                                                                     

---



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                         |                                                                                                                                                                                                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Representations and Warranties of Buyer
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                        
|The
 Buyer represents and warrants to the Sellers as set out in the following
 Subsections of this Section 4.4 and acknowledges that the Sellers are relying
 upon such representations and warranties in entering into this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Corporate Matters                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (a)                                     | The Buyer is
 a corporation duly incorporated, organized and not dissolved under the laws
 of its jurisdiction of incorporation. No proceedings have been taken or
 authorized by the Buyer or, to the Buyers Knowledge, by any other Person,
 with respect to the bankruptcy, insolvency, liquidation, dissolution or
 winding up of the Buyer.                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                         |                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (b)                                     | The Buyer
 has all necessary corporate power and capacity to enter into, execute and
 deliver, and to observe and perform its covenants and obligations under, this
 Agreement and the Closing Documents to which it is a party, and to consummate
 the transactions contemplated hereby and thereby and any instruments or
 agreements required herein or therein.            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                         |                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (c)                                     | The Buyer
 has taken all action necessary to authorize the execution and delivery of,
 and the observance and performance of its covenants and obligations under,
 this Agreement and the Closing Documents to which it is a party.                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                         |                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (d)                                     | This
 Agreement has been, and each Closing Document to which the Buyer is a party
 will on Closing be, duly executed and delivered by the Buyer, and this Agreement
 constitutes, and each Closing Document to which the Buyer is a party will on
 Closing constitute, a valid and binding obligation of the Buyer enforceable
 against the Buyer in accordance with its terms.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                         |                                                                                                                                                                                                                                                                                                                                                                                
|4.4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Public Disclosure                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                        
|Since
 January 1, 2005, the Buyer has filed all required forms, reports and
 statements (collectively, the Public
 Disclosures) with the SEC. As of their respective dates (and
 without giving effect to any amendments, supplements or modifications filed
 after the date of this Agreement), none of the Public Disclosures filed by
 the Buyer contained any misrepresentation or any untrue statement of a
 material fact or omitted to state a material fact required to be stated
 therein or necessary in order to make the statements made therein, in light
 of the circumstances under which they were made, not misleading.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Absence of Conflicting Agreements      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                        
|None
 of the execution and delivery of, or the observance and performance by the
 Buyer of any covenant or obligation under, this Agreement and the Closing
 Documents to which it is a party, or the Closing, contravenes or results in,
 or will contravene or result in, a material violation of or a default under
 (with or without the giving of notice or lapse of time, or both) or the
 acceleration of any material obligation under:                                                                                                                                                                                           

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|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                               | (a)                                             | any
 Applicable Law;                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                               | (b)                                             | the
 articles, by-laws, directors or shareholder resolutions of the Buyer; or                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                               | (c)                                             | any
 agreement, obligation or instrument to which the Buyer is a party or by which
 the Buyer is affected or bound.                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|4.4.4                                                                                                                                                                                                                                                                                                                                                                                                                          | Investment Canada Act                          
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 | The Buyer is
 a WTO investor as defined in
 the Investment Canada Act.                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|4.4.5                                                                                                                                                                                                                                                                                                                                                                                                                          | Consents and Approvals                         
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                
|Subject
 to obtaining Competition Act Approval and Investment Canada Act Approval, no
 consent, approval, Licence, Order, authorization, registration or declaration
 of, or filing with, any Governmental Authority is required by the Buyer in
 connection with:                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                               | (a)                                             | the Closing;                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                               | (b)                                             | the
 execution and delivery by the Buyer of this Agreement or any Closing Document
 to which it is a party; or                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                               | (c)                                             | the
 observance and performance by the Buyer of its obligations under this
 Agreement or any Closing Document to which it is a party.                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|4.5                                                                                                                                                                                                                                                                                                                                                                                                                            | Commission                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                 |                                                                                                                                                                                 
|Each
 Party represents and warrants to the other Parties that the other Parties
 will not be liable for any brokerage commission, finders fee or other like
 payment in connection with the transactions contemplated hereby because of
 any action taken by, or agreement or understanding reached by, that Party.                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.6                                                                                                                                                                                                                                                                                                                                                                                                                            | Non-Waiver                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                
|No
 investigations made by or on behalf of the Buyer at any time shall waive,
 diminish the scope of or otherwise affect any representation or warranty made
 by the Sellers or the Shareholders in this Agreement or in any Closing
 Document. No waiver by the Buyer of any condition, in whole or in part, shall
 operate as a waiver of any other condition or affect its right to
 indemnification pursuant to Article 6.
|                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.7                                                                                                                                                                                                                                                                                                                                                                                                                            | Qualification of Representations and Warranties
|                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                
|Any
 representation or warranty made by a Party as to the enforceability of this
 Agreement or any Closing Document against such Party is subject to the
 following qualifications:                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                               | (a)                                             | specific
 performance, injunction and other equitable remedies are discretionary and,
 in particular, may not be available where damages are considered an adequate
 remedy; and

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|                                                                                                                                                                                    |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                    | (b)                                                                                       | enforcement
 may be limited by bankruptcy, insolvency, liquidation, reorganization,
 reconstruction and other laws generally affecting enforceability of
 creditors rights.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                    |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4.8                                                                                                                                                                                 | Survival of Covenants, Representations and Warranties of EIS                             
|                                                                                                                                                                                    |                                                                                          
|All
 representations and warranties made by EIS in this Agreement shall survive
 the Closing as follows:                                                                           
|                                                                                                                                                                                   
|                                                                                                                                                                                    | (a)                                                                                       | the
 representations and warranties set forth in Sections 4.1.1, 4.1.5, 4.1.6,
 4.1.18, 4.1.34 and 4.1.35 of this Agreement shall survive the Closing and
 will continue without time limit;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                    |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                    | (b)                                                                                       | the
 representations and warranties set forth in Section 4.1.16 of this Agreement
 shall survive for a period of three years from the Closing and, after such
 period, EIS will not have any further liability hereunder with respect to
 such representations and warranties except with respect to claims properly
 made within such period;                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                    |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                    | (c)                                                                                       | the
 representations and warranties set forth in Section 4.1.32 of this Agreement
 in respect of a particular taxation year, period or event shall survive until
 180 days after the expiration of the period, if any, during which a
 Governmental Authority is entitled to issue any assessment, reassessment or
 other form of recognized document assessing liability for Tax under
 applicable Tax legislation in respect of such taxation year, period or event,
 without taking into account any waiver or similar document extending such
 period given after the Closing unless the Buyer has provided its written
 consent to the giving of such waiver or similar document;
|                                                                                                                                                                                    |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                    | (d)                                                                                       | all of the
 other representations and warranties of EIS contained in this Agreement or in
 any other Closing Document shall survive for a period of 18 months from the
 Closing and, after such period, EIS will not have any further liability
 hereunder with respect to such representation and warranties except with
 respect to claims properly made within such period; and                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                    |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                    | (e)                                                                                       | all of EIS
 covenants and agreements contained in this Agreement or any Closing Document shall
 survive the Closing and continue until performed or waived.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                    |                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Notwithstanding
 the foregoing, there shall be no limitation on the right of the Buyer to
 bring any claim, action or proceeding based on any fraudulent misrepresentation
 of EIS.
|                                                                                                                                                                                   
|4.9                                                                                                                                                                                 | Survival of Covenants, Representations and Warranties of the
 Principals and Shareholders
|                                                                                                                                                                                    |                                                                                          
|All
 representations, warranties, covenants and agreements made by the Principals
 and Shareholders in this Agreement shall survive the Closing as follows:                        
|                                                                                                                                                                                   
|                                                                                                                                                                                    | (a)                                                                                       | the
 representations and warranties set forth in Sections 4.2.1, 4.2.5, 4.2.6,
 4.3.1 and 4.3.2shall survive
 Closing without time limit;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

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|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                           | (b)                                                            | the
 representations and warranties set forth in Section 4.2.10 of this Agreement
 shall survive for a period of three years from the Closing and, after such
 period, Mr. Manor will not have any further liability hereunder with respect
 to such representations and warranties except with respect to claims properly
 made within such period;                                                                                               
|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                           | (c)                                                            | all of the
 other representations and warranties of the Principals and the Shareholders
 contained in this Agreement or in any other Closing Document shall survive
 for a period of 18 months from the Closing and, after such period, the
 Principals and the Shareholders will not have any further liability hereunder
 with respect to such representation and warranties except with respect to
 claims properly made within such period; and
|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                           | (d)                                                            | all of the
 covenants and agreements of the Principals and the Shareholders contained in
 this Agreement or any Closing Document shall survive the Closing and continue
 until performed or waived.                                                                                                                                                                                                                                                
|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Notwithstanding
 the foregoing, there shall be no limitation on the right of the Buyer to
 bring any claim, action or proceeding based on any fraudulent
 misrepresentation of a Principal or Shareholder.
|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4.10                                                                                                                                                                                                       | Survival of Covenants, Representations and Warranties of Buyer
|                                                                                                                                                                                                           |                                                               
|All
 representations, warranties, covenants and agreements made by the Buyer in
 this Agreement or any Closing Document shall survive the Closing as follows:                                             
|                                                                                                                                                                                                          
|                                                                                                                                                                                                           | (a)                                                            | the
 representations and warranties set forth in Sections 4.4.1 and 4.4.4 shall
 survive the Closing without time limit;                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                           | (b)                                                            | all of the
 other representations and warranties of Buyer in this Agreement and in any
 Closing Document shall survive for a period of 18 months from the Closing
 and, after such period, the Buyer will have no further liability hereunder
 with respect to such representations and warranties except with respect to
 claims properly made within such period; and                                                                            
|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                           | (c)                                                            | all
 covenants and agreements of the Buyer contained in this Agreement or any
 Closing Document shall survive the Closing and continue until performed or
 waived.                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                           |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|ARTICLE 5                                                                                                                                                                                                 
|OTHER COVENANTS OF THE PARTIES                                                                                                                                                                            
|                                                                                                                                                                                                          
|5.1                                                                                                                                                                                                        | Bulk Sales                                                    
|                                                                                                                                                                                                           |                                                               
|The
 Sellers shall comply with the Bulk Sales
 Act (Ontario) and other comparable legislation, where applicable,
 on Closing.                                                                             

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------
|5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Filings with Governmental Agencies  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     
|As
 soon as practicable, the Buyer and the Sellers shall make all filings,
 notices or requests for approval required to be given or made to any
 Governmental Authority in connection with the sale and transfer of the
 Purchased Assets. Each Party shall furnish or cause to be furnished to the
 other such information and assistance as it may reasonably request in order
 to prepare any filings or submissions or notices to be made or given by it,
 but neither the Buyer nor the Sellers shall be obligated to provide to any
 Governmental Agency any undertakings or commitments other than those that are
 not unduly onerous or which are commonly provided in transactions of the
 nature and size contemplated by this Agreement.                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | PST and Other Clearance Certificates
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     
|On
 or before Closing, the Sellers shall deliver to the Buyer the duplicate
 copies of the certificates issued to the Sellers pursuant to Section 6 of the
 Retail Sales Tax Act (Ontario)
 and any other similar certificate or document required by Applicable Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Change Name of EIS                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     
|Forthwith
 following the Closing, EIS shall discontinue further use of all trade names,
 including its legal name, EIS Electronic Integrated Systems Inc. (the Trade Names), except where legally
 required to identify EIS until its name has been changed to another name. Not
 later than two Business Days after
 the Closing, EIS shall file articles of amendment or otherwise take all such
 corporate action as may be necessary to change the corporate name of EIS to a
 name having no visual or sound similarity to such Trade Names. The Buyer will
 have the exclusive right after the Closing to use the Trade Names and to
 change its corporate name to include one or more of the Trade Names or
 variations thereof; provided, however, that EIS may recommence using the
 Trade Names if it reacquires the rights thereto upon the proper enforcement
 of its security interest in accordance with the terms and conditions of the
 Security Agreement. EIS shall at the Closing execute any documents which may
 be necessary or desirable in order for the Buyer to effect such name change.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Non-Competition-Non-Solicitation    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     
|The
 Sellers, each Principal and each Shareholder shall execute and deliver a
 Non-Competition Agreement in favour of the Buyer at the Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Discharge of Security Interest      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     
|The
 security registration of Royal Bank of Canada against EIS shall be discharged
 on or prior to Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|5.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Removing Excluded Assets            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     
|EIS
 shall have removed all Excluded Assets, other than the personal property of
 Hired Employees, from the Leased Premises prior to the date hereof. Such
 removal shall have been done in such manner as to avoid any damage to the
 Leased Premises and other properties to be occupied by Buyer and any
 disruption of the Business operations to be conducted by Buyer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                              
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------
|after
 the Closing. Any damage to the Purchased Assets or to the Leased Premises
 resulting from such removal will be paid by EIS at the Closing. If EIS failed
 to remove the Excluded Assets as required by this Section, the Buyer will
 have the right, but not the obligation, (a) to remove the Excluded Assets at
 EIS sole cost and expense; (b) to treat the Excluded Assets as unclaimed and
 to proceed to dispose of the same; or (c) to exercise any other right or
 remedy conferred by this Agreement or otherwise available at law or in
 equity. EIS will promptly reimburse the Buyer for all costs and expenses
 incurred by the Buyer in connection with any Excluded Assets not removed by
 EIS on or before the Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Customer and Other Business Relationships    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                              
|After
 the Closing, the Sellers, the Principals and the Shareholders shall cooperate
 with the Buyer in its efforts to continue and maintain for the benefit of the
 Buyer those business relationships of EIS existing prior to the Closing and
 relating to the Business to be operated by Buyer after the Closing, including
 relationships with lessors, employees, regulatory authorities, licensors,
 customers, suppliers, distributors, manufacturers and others, and EIS will
 satisfy the Excluded Liabilities in a manner that is not detrimental to any
 of such relationships. EIS will refer to Buyer all inquiries relating to the
 Business. No Seller, Principal or Shareholder nor any of their officers,
 trustees, employees, agents or shareholders, as applicable, will take any
 action that would tend to diminish the value of the Purchased Assets after
 the Closing or that would interfere with the business of Buyer to be engaged
 in after the Closing, including disparaging the name or business of Buyer.
 EIS shall diligently enforce any and all rights and remedies available to it
 or its Affiliates under the terms of any confidentiality agreements or
 non-disclosure agreements executed by EIS in respect of Confidential
 Information of the Business that are Excluded Assets, including by injunction
 or specific performance.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Discharge of Obligations Under Contracts etc.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                              
|If
 the Closing occurs, from and after the Closing, the Buyer will assume and
 observe, perform and discharge the covenants and obligations of the Sellers
 under the Contracts in accordance with their respective terms to the extent
 that the same will arise or accrue at any time after the Closing and relate
 to periods commencing after the Closing, other than Excluded Liabilities. All
 Liability to any Person arising in respect of the Business prior to the
 Effective Time or which relates to any period prior to the Effective Time
 will remain the responsibility of EIS and will be fully discharged by EIS in
 a timely manner after the Effective Time regardless of when such Liability
 arises, including any Liability due to a reassessment, supplementary
 assessment, penalty assessment or increased assessment or any other
 assessment made in respect of the Business under applicable workers
 compensation legislation which was fixed or levied with respect to a period
 of time or an event occurring prior to the Effective Time.                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Warranty Claims                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                              
|The
 Buyer will replace or repair all defective products for which valid warranty
 claims are made by third parties against EIS within one year of the Effective
 Time with respect to the products of the Business sold prior to the Effective
 Time and EIS will reimburse the Buyer for the full cost of such replacements
 and repairs. EIS will have the right to inspect the Buyers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---



- 68 -

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Books and
 Records for the purpose of auditing any charges for warranty work, provided
 that such right is exercised not later than three months after the end of
 such year.                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Litigation                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                          
|The Sellers
 shall use their best efforts to vigorously defend the Litigation to the best
 of their abilities. In the event that Buyer, either directly or indirectly,
 acquires beneficial ownership of all of the outstanding equity securities of Claimant, it will cause Claimant to
 release EIS from all past claims under the Litigation. As used in this
 Section 5.11, the term beneficial ownership has the meaning set forth in
 Rule 13d-3 under the 1934 Act, and the term equity security has the meaning
 set forth in Section 3(a)(11) of the 1934 Act.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|5.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Registration Procedures                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                          
|5.12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Obligation to File Registration Statement
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                           | Subject to
 Section 5.13, the Buyer shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (a)                                       | subject to
 receipt of a Shareholder Representation Agreement and Questionnaire to
 Selling Shareholders from each Seller to whom Share Consideration is issued
 at the Closing and from each Person to whom a Seller transfers Share
 Consideration after Closing (which Persons shall be Affiliates of EIS or its
 shareholders and subject to the approval of Buyer, in its sole discretion)
 (each, an Investor and
 collectively, the Investors),
 prepare and file with the SEC, within thirty (30) Business Days after the
 Closing, a Registration Statement on Form S-3 (the Registration Statement) to enable the
 resale of the Share Consideration by the Investors on The NASDAQ Capital
 Market or in privately-negotiated transactions;                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (b)                                       | use its
 commercially reasonable efforts, subject to receipt of a Shareholder
 Representation Agreement and Questionnaire to Selling Shareholders from the
 Investors, to cause the Registration Statement to become effective as soon as
 practicable, but in no event later than ninety (90) Business Days after the
 Registration Statement is filed by the Buyer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | (c)                                       | use its
 commercially reasonable efforts to prepare and file with the SEC such
 amendments and supplements to the Registration Statement and the prospectus
 used in connection therewith (the Prospectus)
 as may be necessary to keep the Registration Statement current and effective
 for a period not exceeding, with respect to each Investors Share
 Consideration issued hereunder, the earlier of (i) the second anniversary of
 the Closing, (ii) the date on which the Investor may sell all Share
 Consideration then held by the Investor pursuant to Rule 144(k) under the
 1933 Act, or (iii) such time as all Share Consideration issued to such
 Investor pursuant to this Agreement has been sold pursuant to a registration
 statement or an exemption from registration under the 1933 Act, including any
 sale of the Share Consideration to the Buyer or its Affiliate(s), and to
 notify each Investor promptly upon the Registration Statement and each
 post-effective amendment thereto being declared effective by the SEC;

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | promptly
  furnish to the Investors with respect to the Share Consideration registered
  under the Registration Statement such number of copies of the Registration
  Statement, Prospectuses (including supplemental prospectuses) and preliminary
  versions of the Prospectus filed with the SEC (Preliminary Prospectuses) in conformity with the
  requirements of the 1933 Act and such other documents as the Investor may
  reasonably request, in order to facilitate the public sale or other
  disposition of all or any of the Share Consideration by the Investors;
  provided, however, that unless waived by the Buyer in writing, the obligation
  of the Buyer to deliver copies of Prospectuses or Preliminary Prospectuses to
  the Investors shall be subject to the receipt by the Buyer of reasonable
  assurances from the Investors that the Investors will comply with the
  applicable provisions of the 1933 Act, the Securities Exchange Act of 1934,
  as amended (the 1934 Act), and
  state, Blue Sky or provincial securities laws as may be applicable in
  connection with any use of such Prospectuses or Preliminary Prospectuses;
|
| | (e) | file any
  documents required of the Buyer for normal clearance in states specified in
  writing by the Investors; provided, however, that the Buyer shall not be
  required to qualify to do business or consent to service of process in any
  jurisdiction in which it is not now so qualified or has not so consented; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| | (f) | advise the
  Investors, promptly after it shall receive notice or obtain Knowledge of the
  issuance of any stop order by the SEC delaying or suspending the
  effectiveness of the Registration Statement or of the initiation of any
  proceeding for that purpose; and it will promptly use its commercially
  reasonable efforts to prevent the issuance of any stop order or to obtain its
  withdrawal at the earliest possible moment if such stop order should be
  issued.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

It
shall be a condition precedent to the obligations of the Buyer to take any
action pursuant to this Section 5.12.1 that the Investors shall furnish to the
Buyer such information regarding (i) themselves pursuant to an investor
questionnaire, the form of which shall be satisfactory to the Buyer in its sole
discretion (the Investor Questionnaire);
(ii) the Share Consideration to be sold by the Investors; and (iii) the
intended method of disposition of such securities as shall be required or
advisable in the sole reasonable judgment of the Buyer to effect the
registration of the Share Consideration under the 1933 Act.

|       |         
|------ | --------
|5.12.2 | Expenses

The
Buyer will pay any and all expenses in connection with the registration of the
Share Consideration pursuant to the Registration Statement including, without
limitation, registration fees, the fees and expenses of legal, accounting and
other professional advisors to the Buyer, and printing costs, except for the
costs and expenses of separate legal counsel or other advisors retained by the
Investors in connection with the Registration Statement or the sale of the
Share Consideration under the Registration Statement or any underwriting
commissions and broker expenses incurred by the Investors upon such sale of the
Share Consideration.

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|       |                                                  
|------ | -------------------------------------------------
|5.12.3 | Transfer of Shares after Registration; Suspension

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Each
  Investor agrees that it or he will not effect any disposition of the Share
  Consideration that would constitute a sale within the meaning of the 1933 Act
  other than pursuant to transactions exempt from the registration requirements
  of the 1933 Act, except as contemplated in the Registration Statement and as
  described below, and that the Investor will promptly notify the Buyer of any
  material changes in the information set forth in the Registration Statement
  regarding the Investor or the Investors plan of distribution. Each Investor
  also agrees that it or he will not sell any Share Consideration until the
  Buyer has filed with the SEC a Current Report on Form 8-K and/or any
  amendments thereto (collectively the Transaction
  Form 8-K) containing all of the information required by the Form
  8-K with respect to the transactions contemplated by this Agreement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (b) | Except in
  the event that Section 5.12.3(c) applies, the Buyer shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | if deemed
  necessary by the Buyer in its sole discretion, prepare and file from time to
  time with the SEC a post-effective amendment to the Registration Statement or
  a supplement to the related Prospectus or a supplement or amendment to any
  document incorporated therein by reference or file any other required
  document so that such Registration Statement will not contain an untrue
  statement of a material fact or omit to state a material fact required to be
  stated therein or necessary to make the statements therein not misleading and
  so that, as thereafter delivered to purchasers of the Share Consideration
  being sold thereunder, such Prospectus will not contain an untrue statement
  of a material fact or omit to state a material fact required to be stated
  therein or necessary to make the statements therein, in light of the
  circumstances under which they were made, not misleading;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii)  | promptly
  provide the Investors copies of any documents filed pursuant to Section
  5.12.3(b)(i); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iii) | inform each
  Investor who so requests that the Buyer has complied with its obligations in
  Section 5.12.3(b)(i) (or that, if the Buyer has filed a post-effective
  amendment to the Registration Statement which has not yet been declared
  effective, the Buyer will notify the Investor to that effect, will use its
  commercially reasonable efforts to secure the effectiveness of such
  post-effective amendment as promptly as possible and will promptly notify the
  Investor pursuant to Section 5.12.3(b)(i) hereof when the amendment has
  become effective).                                                                                                                                                                                                                                                                                                                                                                

| |     |                   
| | --- | ------------------
| | (c) | In the event
  of:

| |     |                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) | any request
  by the SEC or any other federal or state governmental authority during the
  period of effectiveness of the Registration Statement

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| |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                               | for
  amendments or supplements to the Registration Statement or related Prospectus
  or for additional information;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (ii)                                                                                                                                                                                                                                                                                                                                                          | the issuance
  by the SEC or any other federal or state governmental authority of any stop
  order suspending the effectiveness of the Registration Statement or the
  initiation of any proceedings for that purpose;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iii)                                                                                                                                                                                                                                                                                                                                                         | the receipt
  by the Buyer of any notification with respect to the suspension of the
  qualification or exemption from qualification of any of the Share
  Consideration for sale in any jurisdiction or the initiation of any
  proceeding for such purpose; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iv)                                                                                                                                                                                                                                                                                                                                                          | any event or
  circumstance which necessitates the making of any changes in the Registration
  Statement or Prospectus, or any document incorporated or deemed to be
  incorporated therein by reference, so that, in the case of the Registration
  Statement, it will not contain any untrue statement of a material fact or
  omit to state a material fact required to be stated therein or necessary to
  make the statements therein not misleading, and that in the case of the
  Prospectus, it will not contain any untrue statement of a material fact or
  omit to state a material fact required to be stated therein or necessary to
  make the statements therein, in the light of the circumstances under which
  they were made, not misleading; then the Buyer shall promptly deliver a
  certificate in writing to the Investors (the Suspension Notice) to the effect of the foregoing and, upon
  receipt of such Suspension Notice, the Investors will refrain from selling
  any Share Consideration pursuant to the Registration Statement (a Suspension) until the Investors are
  advised in writing by the Buyer that the current Prospectus may be used and
  have received copies of any additional or supplemental filings that are
  incorporated or deemed incorporated by reference in any such Prospectus.
| |                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | In the event
  of any Suspension, the Buyer will use its commercially reasonable efforts to
  cause the use of the Prospectus so suspended to be resumed as soon as
  reasonably practicable after delivery of a Suspension Notice to the Investors
  and the period set forth in Section 5.12.1(c)(i) shall be tolled for the
  duration of such Suspension.

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | If a
  Suspension is not then in effect, each Investor may sell Share Consideration
  under the Registration Statement, provided that the Investor arranges for
  delivery of a current Prospectus to the transferee of such Share
  Consideration. Upon receipt of a request therefor, the Buyer will provide an
  adequate number of current Prospectuses to the Investor and to any other
  parties requiring such Prospectuses.
| |    
| | (e) | Prior to a
  sale of Share Consideration by the Investors, unless such requirement is
  waived by the Buyer in writing, the Investors must also deliver to the
  Buyers                                                                                                                                                                                                                                                           

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| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | legal
  counsel, as identified by the Buyer, a properly completed and signed
  Certificate of Selling Agent or Broker substantially in the form attached
  hereto as Schedule 5.12.3(e) (each, a Certificate
  of Selling Agent or Broker) and a copy of the stock
  certificate(s) representing the Share Consideration to be sold so that the
  Share Consideration may be properly transferred. Upon receipt of a properly
  completed and signed Certificate of Selling Agent or Broker and a copy of the
  stock certificate(s) representing the Share Consideration to be sold, and if
  the Registration Statement is then in effect and no Suspension is in effect,
  the Buyer shall request that its legal counsel render an opinion to the
  Buyers transfer agent within two (2) Business Days after the receipt by its
  legal counsel of the Certificate of Selling Agent or Broker and a copy of the
  related stock certificate(s) that such sale of the Share Consideration is
  registered under the 1933 Act pursuant to the Registration Statement. The
  Investors shall conduct such sale in accordance with the representations in
  the Certificate of Selling Agent or Broker and such legal counsels opinion.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f) | In the event
  of any sale of the Share Consideration in accordance with this Agreement, the
  restrictive legend shall be removed with respect to the Share Consideration
  sold and the Buyer shall issue or cause to be issued a stock certificate
  without such legend to the purchaser of any such Share Consideration, only
  if:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | the sale of
  such Share Consideration is registered under the Registration Statement;                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | the holder
  has provided the Buyer with an opinion of counsel, in form, substance and
  scope customary for opinions of counsel in comparable transactions, to the
  effect that a public sale or transfer of such Share Consideration may be made
  without registration under the 1933 Act or other Applicable Laws; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                           
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | such Share
  Consideration is sold in compliance with Rule 144 under the 1933 Act or other
  Applicable Laws.                                                                                                                                                                                                             

|       |                                          
|------ | -----------------------------------------
|5.12.4 | Termination of Conditions and Obligations

The
conditions precedent imposed by this Section 5.12 upon the transferability of
the Share Consideration shall cease and terminate as to any Share Consideration
when such Share Consideration has been either effectively registered under the
1933 Act and sold or otherwise disposed of in accordance with the intended
method of disposition set forth in the Registration Statement covering such
Share Consideration or at such time as an opinion of counsel reasonably
satisfactory to the Buyer and its transfer agent shall have been rendered to
the effect that such conditions are not necessary in order to comply with the
1933 Act.

|     |                                
|---- | -------------------------------
|5.13 | Piggyback Registration Rights

If, at any
time at any time during the year ending one (1) year after the Closing, the
Buyer shall determine to register under the 1933 Act any of its Buyer Shares
and, in its sole

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- 73 -

discretion, it
wants to include the resale of the Share Consideration in such registration, it
shall send to the Sellers notice of such determination at least thirty (30)
calendar days prior to each such filing, and the Buyer will include in such
registration statement (the Piggyback
Registration Statement) the Share Consideration that has not yet
been sold as described in Section 5.12.3(f); provided, however, that if, in
connection with any offering involving an underwriting of Buyer Shares to be
issued by the Buyer, the managing underwriter shall impose a limitation on the
amount of Share Consideration included in any Piggyback Registration Statement
because, in its judgment, such limitation is necessary to effect an orderly
public distribution, then the Share Consideration shall be subject to such
limitation and will be registered by Buyer as provided in Section 5.12. Any
Share Consideration that is included in any underwritten offering under this
Section 5.13 shall be sold upon such terms as the managing underwriter shall
reasonably request but in any event shall be upon terms not less favorable than
those upon which any other selling security holder shall sell any of its
securities. If necessary to permit distribution of the Share Consideration, the
Buyer will use its best efforts to maintain the effectiveness for the period
described in Section 5.12.1(c) and from time to time will amend or supplement
such registration statement and the prospectus contained therein as and to the
extent necessary to comply with the 1933 Act and any applicable state
securities statute or regulation. The provisions of Sections 5.12.1 (other than
Sections 5.12.1(a) and 5.12.1(b)), Section 5.12.2, Section 5.12.3 and Section
5.12.4shall apply to the
Piggyback Registration Statement. If the Buyer registers the resale of the
Share Consideration as provided in this Section 5.13, its obligation under
Section 5.12 to file the Registration Statement with respect to such Share
Consideration shall terminate and, when the SEC declares the Piggyback
Registration Statement effective, the Buyer may de-register the Share
Consideration under the Registration Statement.

|     |                
|---- | ---------------
|5.14 | Indemnification

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | For the
  purpose of this Section 5.14 only: (i) the term Selling Stockholder shall include the Investors and each
  Person, if any, who controls the Investor within the meaning of Section 15 of
  the 1933 Act or Section 20 of the 1934 Act; (ii) the term Registration Statement shall include any
  final Prospectus, exhibit, supplement or amendment included in or relating
  to, and any document incorporated by reference in, the Registration Statement
  or the Piggyback Registration Statement (or deemed to be a part thereof); and
  (iii) the term untrue statement
  shall include any untrue statement or alleged untrue statement or any
  omission or alleged omission to state in the Registration Statement a
  material fact required to be stated therein or necessary to make the
  statements therein, in the light of the circumstances under which they were
  made, not misleading.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | (i) Subject
  to Section 6.16, the Buyer agrees to indemnify and hold harmless each Selling
  Stockholder from and against any losses, claims, damages or liabilities to
  which such Selling Stockholder may become subject (under the 1933 Act or
  otherwise) insofar as such losses, claims, damages or liabilities (or actions
  or proceedings in respect thereof) arise out of, or are based upon any untrue
  statement of a material fact contained in the Registration Statement or any
  failure by the Buyer to fulfill any undertaking included in the Registration
  Statement, and the Buyer will reimburse such Selling Stockholder for any
  reasonable legal expense or other actual accountable out-of-pocket expenses reasonably
  incurred                                                                                                                                                          

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | in
  investigating, defending or preparing to defend any such action, proceeding
  or claim; provided, however, that the Buyer shall not be liable in any such
  case to the extent that such loss, claim, damage or liability arises out of,
  or is based upon, an untrue statement made in such Registration Statement in
  reliance upon and in conformity with written information furnished to the
  Buyer by or on behalf of such Selling Stockholder specifically for use in
  preparation of the Registration Statement, or any inaccuracy in
  representations or information made by such Selling Stockholder in the
  Investor Questionnaire or the failure of such Selling Stockholder to comply
  with its covenants and agreements contained in Section 5.12.3 or Section 5.13
  hereof or any statement or omission in any Prospectus that is corrected in
  any subsequent Prospectus that was delivered to the Selling Stockholder prior
  to the pertinent sale or sales by the Selling Stockholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (ii) Each
  Investor agrees to indemnify and hold harmless the Buyer (and each Person, if
  any, who controls the Buyer within the meaning of Section 15 of the 1933 Act
  or Section 20 of the 1934 Act, each officer of the Buyer who signs the
  Registration Statement and each director of the Buyer) from and against any
  losses, claims, damages or liabilities to which the Buyer (or any such
  officer, director or controlling person) may become subject (under the 1933
  Act or otherwise), insofar as such losses, claims, damages or liabilities (or
  actions or proceedings in respect thereof) arise out of, or are based upon,
  any failure by such Investor to comply with the covenants and agreements
  contained in Section 5.12.3 or Section 5.13 hereof, or any untrue statement
  of a material fact contained in the Registration Statement if such untrue
  statement was made in reliance upon and in conformity with written
  information furnished by or on behalf of such Investor specifically for use
  in preparation of the Registration Statement, and such Investor will reimburse
  the Buyer (or such officer, director or controlling person), as the case may
  be, for any reasonable legal expense or other actual accountable
  out-of-pocket expenses reasonably incurred in investigating, defending or
  preparing to defend any such action, proceeding or claim; provided however,
  that the Investors shall not be liable in any such case to the extent that
  such loss, claim, damage or liability arises out of, or is based upon, the
  failure of the Buyer to comply with its covenants and agreements contained in
  Sections 5.12.3 or Section 5.13 hereof. In no event shall the liability of
  any Investor hereunder be greater in amount than the dollar amount of the net
  proceeds received by such Investor upon the sale of the Share Consideration
  giving rise to such indemnification obligation.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (iii)
  Promptly after receipt by any indemnified person of a notice of a claim or
  the beginning of any action in respect of which indemnity is to be sought
  against an indemnifying person pursuant to this Section 5.14, such
  indemnified person shall notify the indemnifying person in writing of such
  claim or of the commencement of such action, but the omission to so notify
  the indemnifying party will not relieve it from any liability which it may
  have to any indemnified party under this Section 5.14 (except to the extent
  that such omission materially and adversely affects the indemnifying partys
  ability to defend such action) or from any liability otherwise than under
  this Section 5.14. Subject to the provisions hereinafter stated, in case any
  such action shall be brought against an indemnified                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | person, the
  indemnifying person shall be entitled to participate therein, and, to the
  extent that it shall elect by written notice delivered to the indemnified
  party promptly after receiving the aforesaid notice from such indemnified
  party, shall be entitled to assume the defense thereof, with counsel
  reasonably satisfactory to such indemnified person. After notice from the
  indemnifying person to such indemnified person of its election to assume the
  defense thereof (unless it has failed to assume the defense thereof and
  appoint counsel reasonably satisfactory to the indemnified party), such
  indemnifying person shall not be liable to such indemnified person for any legal
  expenses subsequently incurred by such indemnified person in connection with
  the defense thereof; provided, however, that if there exists or shall exist a
  conflict of interest that would make it appropriate, in the reasonable
  opinion of counsel to the indemnified person, for the same counsel to
  represent both the indemnified person and such indemnifying person or any
  affiliate or associate thereof, the indemnified person shall be entitled to
  retain its own counsel at the expense of such indemnifying person; provided,
  however, that no indemnifying person shall be responsible for the fees and
  expenses of more than one separate counsel (together with appropriate locate
  counsel) for all indemnified parties. In no event shall any indemnifying
  person be liable in respect of any amounts paid in settlement of any action
  unless the indemnifying person shall have approved the terms of such
  settlement; provided that such consent shall not be unreasonably withheld. No
  indemnifying person shall, without the prior written consent of the
  indemnified person, effect any settlement of any pending or threatened
  proceeding in respect of which any indemnified person is or could reasonably
  have been a party and indemnification could have been sought hereunder by
  such indemnified person, unless such settlement includes an unconditional
  release of such indemnified person from all liability on claims that are the
  subject matter of such proceeding.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iv) If the
  indemnification provided for in this Section 5.14 is unavailable to or
  insufficient to hold harmless an indemnified party under Section 5.14(b)(i)
  or 5.14(b)(ii) in respect of any losses, claims, damages or liabilities (or
  actions or proceedings in respect thereof) referred to therein, then each
  indemnifying party shall contribute to the amount paid or payable by such
  indemnified party as a result of such losses, claims, damages or liabilities
  (or actions in respect thereof) in such proportion as is appropriate to
  reflect the relative fault of the Buyer on the one hand and the Investor on
  the other in connection with the statements or omissions or other matters
  which resulted in such losses, claims, damages or liabilities (or actions in
  respect thereof), as well as any other relevant equitable considerations. The
  relative fault shall be determined by reference to, among other things, in
  the case of an untrue statement, whether the untrue statement relates to
  information supplied by the Buyer on the one hand or the Investor on the
  other and the parties relative intent, knowledge, access to information and
  opportunity to correct or prevent such untrue statement. The Buyer and the
  Investors agree that it would not be just and equitable if contribution
  pursuant to this Section 5.14(b)(iv) were determined by pro rata allocation (even
  if the Investors were treated as one entity for such purpose) or by any other
  method of allocation which does not take into account the equitable
  considerations referred                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | to above in
  this Section 5.14(b)(iv). The amount paid or payable by an indemnified party
  as a result of the losses, claims, damages or liabilities (or actions in
  respect thereof) referred to above in this Section 5.14(b)(iv) shall be
  deemed to include any legal or other expenses reasonably incurred by such
  indemnified party in connection with investigating or defending any such
  action or claim. No Person guilty of fraudulent misrepresentation (within the
  meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
  from any Person who was not guilty of such fraudulent misrepresentation.

|     |                    
|---- | -------------------
|5.15 | Post-Closing Access

After
the Closing, for a period of six years following Closing, upon reasonable
notice, each of the Buyer and the Sellers will give, or cause to be given, to
the representatives, employees, counsel and accountants of the other, access,
during normal business hours, to all Books and Records which relate to periods
prior to the Closing, and will permit such Persons to examine and copy such
Books and Records to the extent reasonably requested by the other Party in
connection with the preparation of tax and financial reporting matters, audits,
legal proceedings, governmental investigations and other business purposes.
However, no Party will be obligated to take any action pursuant to this Section
that would unreasonably disrupt the normal course of its business, violate the
terms of any contract to which it is a party or to which it or any of its
assets is subject or grant access to any of its proprietary, confidential or
classified information. The Sellers and the Buyer will cooperate with each
other in the conduct of any tax audit or similar proceedings involving or
otherwise relating to any of the Purchased Assets or the Business (or the
income therefrom or assets thereof) and each will execute and deliver such
powers of attorney and other documents as are necessary to carry out the intent
of this Section.

Such
access shall be given to each party subject to non-disclosure obligations in
the Confidentiality Agreement, other confidentiality agreements, lawyer client
privilege and other disclosure restrictions imposed by Applicable Law.

|     |                   
|---- | ------------------
|5.16 | Lock-Up Agreements

Each
of EIS, Mr. Manor and Mrs. Manor shall enter into a Lock-up Agreement with the
Buyer at the Closing pursuant to which each will agree not to sell, transfer or
otherwise dispose of any Buyers Shares that comprised part of the Share
Consideration(other than in
respect of EIS the 111,874 Buyers Shares received by EIS and distributed, or
to be distributed to, the Shareholders other than the Manor Family Trust) for a
period of one year from the Closing.

|     |                  
|---- | -----------------
|5.17 | Key Man Insurance

Mr.
Manor acknowledges and agrees that the Buyer or its designated Affiliate intends
to obtain key man insurance with respect to Mr. Manor for the benefit of Buyer
or such Affiliate on or after Closing and Mr. Manor agrees to take such acts
and execute such documents as may reasonably be required in connection
therewith.

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|     |                             
|---- | ----------------------------
|5.18 | Audited Financial Statements

EIS
and each of the Shareholders and Principals shall use their commercially
reasonable efforts to cause the audited financial statements of EIS for the
years ended September 30, 2006 and 2007 to be issued by EIS on or prior to
January 10, 2008 and, in connection therewith, shall provide such information,
documentation and other support required by EIS and its auditors in order to
complete the statements and the audit thereon.

ARTICLE 6
INDEMNIFICATION

|    |                             
|--- | ----------------------------
|6.1 | Definitions                 
|    |                             
|    | As used in
  this Article 6:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Calculation Method with respect to the
  calculation of any Tax Gross-Up on an Indemnity Payment payable to an
  Indemnified Party, means that such Tax Gross-Up shall be calculated by using
  a combined federal and provincial/territorial/state income tax rate
  applicable to the Indemnified Party in respect of the Indemnity Payment at
  the time of payment and without regard to any losses, credits, refunds or
  deductions that the Indemnified Party may have which could affect the amount
  of tax payable on any such Indemnity Payment;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Claim means any demand, action, suit,
  proceeding, claim (other than contractual claims in the ordinary course of
  the Business that are not in dispute), grievance, arbitration, assessment,
  reassessment, judgment, settlement or compromise relating thereto;                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Commercial Use means use of the
  Purchased Assets by the Buyer or its Affiliates in the ordinary course of
  Business but does not include a sale, lease or other disposition of the
  Purchased Assets outside of the ordinary course of Business;                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Defence Notice has the meaning set out
  in Section 6.8; Defence Period
  has the meaning set forth in Section 6.8; Defending
  Party has the meaning set forth in Section 0;                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Direct Claim means any Indemnification
  Claim by an Indemnified Party against an Indemnifier which does not result
  from a Third Party Claim;                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Environmental Loss means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any Loss
  suffered or incurred by the Buyer as a result of any Order, Environmental
  Request or Third Party Claim made against the Buyer or EIS in respect of any
  Pre-Existing Environmental Contamination; or

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | any costs
  incurred by the Buyer which are necessary to remedy any Pre-Existing
  Environmental Contamination, so that the Buyer or its Affiliates can make
  Commercial Use of any portion of the Purchased Assets or such that any
  Hazardous Substances present on, at, or under the Leased Premises are
  remedied in accordance with applicable criteria published by Governmental
  Authorities;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         
| | Environmental Request means a written
  request made by any Governmental Authority to the Buyer or EIS pursuant to
  Environmental Laws which relates to any Pre-Existing Environmental
  Contamination and requires that some remedial monitoring or preventative
  measure be conducted;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Final Decision means a decision by a
  Governmental Authority from which no appeal lies or in respect of which all
  appeal rights have been exhausted and all time periods for appeal have expired
  without appeals having been taken;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Indemnification Claim means any act,
  omission or state of facts or Claim which may give rise to a right to
  indemnification under Section 6.2, 6.3, 6.4 or 6.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Indemnifier means any Party obligated to
  provide indemnification under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Indemnified Party means any Person
  entitled to indemnification under this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Indemnity Payment means any amount of
  Loss required to be paid pursuant to Section 6.2, 6.3, 6.4 or 6.5;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Loss means any and all loss, liability,
  damage, cost or expense resulting from or arising out of any Claim, including
  the costs, fees and expenses of any action, suit, proceeding, claim,
  grievance, arbitration, injunction, demand, assessment, reassessment,
  judgment, settlement or compromise relating thereto, all interest, exemplary
  or punitive damages, fines and penalties and reasonable legal fees and
  expenses incurred in connection therewith and all related losses and
  consequential damages, including royalty payments, loss of profits and losses
  and consequential damages resulting from any seizure, recall, delivery up or
  destruction of goods necessitated by an injunction or judgment but does not
  include any decrease in the price of the Buyers Shares;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Pre-Existing Environmental Contamination
  means any Hazardous Substance which can be shown:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | to have
  existed in, at, on or under the Leased Premises prior to Closing, whether or
  not caused by EIS; or                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                         
| | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | to be
  present at any other place and to have resulted from the operations of EIS or
  the Business prior to the Closing;                                                                                                                                                                                                                                                                              

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|      |                                                                                                                                                                                                                                                                                                             
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | Representative means each director,
  officer, employee, agent, solicitor, accountant, professional advisor and
  other representative of an Indemnified Party;                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                             
|      | Tax Gross-Up means, with respect to any
  particular Indemnity Payment, such additional amount (calculated in
  accordance with the Calculation Method) as is necessary to place the
  Indemnified Party in the same after-tax position as it would have been in had
  such amount been received tax free;
|      |                                                                                                                                                                                                                                                                                                             
|      | Third Party Claim means any
  Indemnification Claim asserted against an Indemnified Party, that is paid or
  payable to, or claimed by, by any Person who is not a Party or an Affiliate
  of a Party; and                                                                                                
|      |                                                                                                                                                                                                                                                                                                             
|      | Third Party Claim Notice has the meaning
  set out in Section 6.7.                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                             
|6.2   | Indemnification by EIS, Mr. Manor and Manor Family Trust                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                             
|6.2.1 | Indemnity for Breach of Warranty or Covenant by EIS                                                                                                                                                                                                                                                         

Subject
to the limits set forth in Section 6.16, EIS, Mr. Manor and the Manor Family
Trust shall indemnify, defend and save harmless the Buyer and each of its
Representatives on a joint and several basis from and against any and all Loss
suffered or incurred by them as a direct or indirect result of, or arising in
connection with, or related in any manner whatever to:

|      |                                                                                       |                                                                                                                                                                                                                                    
|----- | ------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | (a)                                                                                   | subject to
  Section 4.8, any misrepresentation or breach of warranty made or given by EIS
  in this Agreement, in any Closing Document or in any other document delivered
  pursuant to this Agreement or any Closing Document; or
|      |                                                                                       |                                                                                                                                                                                                                                    
|      | (b)                                                                                   | any failure
  by EIS to observe or perform any covenant or obligation contained in this
  Agreement, in any Closing Document or in any document delivered pursuant to
  this Agreement or any Closing Document.                    
|      |                                                                                       |                                                                                                                                                                                                                                    
|6.2.2 | Indemnity for Breach of Warranty or Covenant by Mr. Manor or the
  Manor Family Trust

Subject
to the limits set forth in Section 6.16, Mr. Manor and the Manor Family Trust
shall indemnify, defend and save harmless the Buyer and each of its
Representatives on a joint and several basis from and against any and all Loss
suffered or incurred by them as a direct or indirect result of, or arising in
connection with, or related in any manner whatever to:

| |     |                                                                                                                                                                                                                                                                      
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | subject to
  Section 4.8, any misrepresentation or breach of warranty made or given by Mr.
  Manor or the Manor Family Trust in this Agreement, in any Closing Document or
  in any other document delivered pursuant to this Agreement or any Closing
  Document; or
| |     |                                                                                                                                                                                                                                                                      
| | (b) | any failure
  by Mr. Manor or the Manor Family Trust to observe or perform any covenant or
  obligation contained in this Agreement, in any Closing Document or in any
  document delivered pursuant to this Agreement or any Closing Document.                      

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|      |                  
|----- | -----------------
|6.2.3 | Other Indemnities

EIS,
Mr. Manor and the Manor Family Trust shall indemnify, defend and save harmless
the Buyer and each of its Representatives on a joint and several basis from and
against any and all Loss suffered or incurred by them as a direct or indirect
result of, or arising in connection with, or related in any manner whatsoever
to:

| |     |                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------
| | (a) | any product
  shipped or manufactured by, or any services provided by, EIS prior to the
  Closing;                             
| |     |                                                                                                                                
| | (b) | any Claim
  related to the Excluded Assets or to any failure of EIS to fully satisfy and
  discharge any Excluded Liability; or
| |     |                                                                                                                                
| | (c) | any
  Environmental Loss.                                                                                                      

|    |                             
|--- | ----------------------------
|6.3 | Indemnification by the Buyer

Subject
to the limits set forth in Section 6.16, the Buyer shall indemnify, defend and
save harmless EIS and each of the EIS Representatives from and against any and all Loss suffered
or incurred by them as a direct or indirect result of, or arising in connection
with, or related in any manner whatsoever to:

|    |     |                                                                                                                                                                                                                                         
|--- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | (a) | subject to
  Section 4.10, any misrepresentation or breach of any warranty made or given
  by the Buyer in this Agreement, in any Closing Document or in any document
  delivered pursuant to this Agreement or any Closing Document; or
|    |     |                                                                                                                                                                                                                                         
|    | (b) | any failure
  by the Buyer to observe or perform any covenant or obligation contained in
  this Agreement, in any Closing Document or in any document delivered pursuant
  to this Agreement or any Closing Document.                   
|    |     |                                                                                                                                                                                                                                         
|6.4 |     | Indemnity by the Principals and Shareholders                                                                                                                                                                                            

Subject
to the limits set forth in Section 6.16, each Principal (other than Mr. Manor)
and its related Shareholder shall indemnify, defend and save harmless Buyer and
each of Buyers Representatives on a joint and several basis from and against
any and all Loss suffered or incurred by them as a direct or indirect result of
or arising in connection with or related in any manner whatsoever to:

| |     |                                                                                                                                                                                                                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | subject to
  Section 4.9, any misrepresentation or breach of any warranty made or given by
  that Principal or Shareholder (and for greater certainty, no other Principal
  or Shareholder), as applicable, in this Agreement, in any Closing Document or
  in any document delivered pursuant to this Agreement or any Closing Document;
  or
| |     |                                                                                                                                                                                                                                                                                                                                               
| | (b) | any failure
  by that Principal or Shareholder (and for greater certainty, no other
  Principal or Shareholder), to observe or perform any covenant or obligation
  contained in this Agreement, in any Closing Document or in any document
  delivered pursuant to this Agreement or any Closing Document.                                   

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|    |                                       
|--- | --------------------------------------
|6.5 | Indemnity in respect of the Litigation

Subject
to the limits set out in Section 6.16,each
of EIS, each Principal and each Shareholder shall indemnify, defend and save
harmless the Buyer and each of its Representatives on a joint and several basis
from and against any and all Loss suffered or incurred by them as a direct or
indirect result of, or arising in connection with, or related in any manner
whatsoever to, the (i) Litigation or (ii) the Disputed Patent to the extent
agreed by the Parties and set out in the EIS Disclosure Letter ((i) and (ii)
are collectively, the Claim Items).
For greater certainty and notwithstanding any other representation, warranty or
covenant set out in this Agreement, any claim for indemnity or Loss in respect
of, or related to, a Claim Item or a claim by the Claimant in respect of the
products agreed by the Parties and set out in the EIS Disclosure Letter shall
be governed by this Section 6.5 and not Section 6.2 or any other provision of
this Agreement.

|    |                           
|--- | --------------------------
|6.6 | Agency for Representatives

Each
Indemnified Party agrees that it accepts each indemnity in favour of any of its
Representatives as agent and trustee of that Representative. Each Party agrees
that an Indemnified Party may enforce an indemnity in favour of any of that
Partys Representatives on behalf of that Representative.

|    |                             
|--- | ----------------------------
|6.7 | Notice of Third Party Claims

If
an Indemnified Party receives notice of the commencement or assertion of any
Third Party Claim, the Indemnified Party shall give the Indemnifier prompt
notice thereof (Third Party Claim Notice),
but in any event no later than 30 calendar days after receipt of such notice of
such Third Party Claim. The Third Party Claim Notice shall describe the Third
Party Claim in reasonable detail and shall indicate, if reasonably practicable,
the estimated amount of the Loss that has been or may be sustained by the
Indemnified Party. The omission so to notify the Indemnifier shall not relieve
the Indemnifier from any duty to indemnify and hold harmless which otherwise
might exist with respect to such Third Party Claim unless (and only to the
extent) the omission to notify materially prejudices the ability of the
Indemnifier to exercise its right to defend as provided in this Article 6.

|    |                              
|--- | -----------------------------
|6.8 | Defence of Third Party Claims

The
Indemnifier, provided it acknowledges its obligation to indemnify in respect of
a Third Party Claim, may participate in or assume the defence of such Third
Party Claim by giving notice (Defence Notice)
to that effect to the Indemnified Party not later than 30 calendar days after
receiving the Third Party Claim Notice (the Defence
Period). The Indemnifiers right to do so shall be subject to the
rights of any insurer or other third party who has potential liability in
respect of that Third Party Claim provided the Indemnifier and Indemnified
Party will use reasonable commercial efforts to cooperate in convincing any
such insurer or third party to appoint defense counsel of Indemnifiers
choosing. The Indemnifier shall pay all of its own expenses of participating in
or assuming such defence. The Indemnified Party shall co-operate in good faith
in the defence of each Third Party Claim, even if the defence has been assumed
by the Indemnifier, and the Indemnified Party may participate in such defence
assisted by counsel of its own choice at its own expense. The Indemnifier shall
not enter into

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- 82 -

any compromise
or settlement of any Third Party Claim without obtaining the prior written
consent of the Indemnified Party such consent not to be unreasonably withheld
or delayed. If the Indemnified Party has not received notice within the Notice
Period that the Indemnifier has elected to assume the defence of such Third
Party Claim, the Indemnified Party may, at its option, elect to settle or
compromise the Third Party Claim or assume such defence, assisted by counsel of
its own choosing and the Indemnifier shall be liable for all reasonable costs and
expenses paid or incurred in connection therewith and any Loss suffered or
incurred by the Indemnified Party with respect to such Third Party Claim. If
the Third Party Claim involves a Claim by a Governmental Authority requiring
the payment of any Taxes and the failure to make such payment by a particular
time would result in the imposition of any fine or penalty or would impair the
ability to defend such Claim and the Indemnified Party gives notice thereof to
the Indemnifier, the Indemnifier shall make the required payment on behalf of
the Indemnified Party prior to the required time and the Indemnified Party
shall reimburse the Indemnifier (together with interest at the Prime Rate, mutatis mutandis, except in the case of
Taxes in which case interest shall be equal to such interest paid, if any, by
the taxing authority to the Indemnified Party net of any Taxes payable by the
Indemnified Party on such interest) in the event it is subsequently determined
that the payment made by the Indemnifier on behalf of the Indemnified Party
does not qualify as an Indemnity Payment. In the event that the Indemnified
Party receives a favorable cost or other monetary ruling in respect of a Third
Party Claim for which the Indemnifier has assumed the defence, the proceeds of such
cost or other monetary ruling will be the property of the Indemnifier, net of
any costs and expenses of the Indemnified Party incurred in connection with the
Third Party Claim.

|    |                                  
|--- | ---------------------------------
|6.9 | Assistance for Third Party Claims

The
Indemnifier and the Indemnified Party shall use all reasonable efforts to make
available to the Party which is undertaking and controlling the defence of any
Third Party Claim (the Defending Party),

|                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (a) | those
  employees whose assistance, testimony or presence is necessary to assist the
  Defending Party in evaluating and in defending any Third Party Claim; and           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (b) | all
  documents, records and other materials in the possession of such Party
  reasonably required by the Defending Party for its use in defending any Third
  Party Claim,
|                                                                                                                                                                                                                                                                                                                                                                                                                                                             |     |                                                                                                                                                                            
|and shall
  otherwise co-operate with the Defending Party. The Indemnifier shall be
  responsible for all reasonable expenses associated with making such
  documents, records and materials available and for all reasonable expenses of
  any employees made available by the Indemnified Party to the Indemnifier
  hereunder, which expense shall not exceed the actual cost to the Indemnified
  Party associated with making such employees available.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.10                                                                                                                                                                                                                                                                                                                                                                                                                                                         |     | Settlement of Third Party Claims                                                                                                                                           

If
an Indemnifier elects to assume the defence of any Third Party Claim as
provided in Section 6.8, the Indemnifier shall not be liable for any legal
expenses subsequently incurred by the Indemnified Party in connection with the
defence of such Third Party Claim.

---



- 83 -

However, if
the Indemnifier fails to take reasonable steps necessary to defend diligently
such Third Party Claim within 30 calendar days (or such shorter period as is
required so as not to prejudice the Indemnified Party) after receiving notice
from the Indemnified Party that the Indemnified Party bona fide believes on reasonable grounds
that the Indemnifier has failed to take such steps, the Indemnified Party may,
at its option, elect to assume the defence of and to compromise or settle the
Third Party Claim assisted by counsel of its own choosing and the Indemnifier
shall be liable for all reasonable costs and expenses paid or incurred in
connection therewith. Without the prior written consent of the Indemnified
Party, the Indemnifier shall not enter into or cause any compromise or
settlement of any Third Party Claim unless:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the
  Indemnified Party receives, as part of the compromise and settlement, a
  legally binding and enforceable unconditional satisfaction or release, which
  is in form and substance satisfactory to the Indemnified Party, acting
  reasonably; and                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | the Third
  Party Claim and any Claim or liability of the Indemnified Party with respect
  thereto is being fully satisfied because of the compromise and settlement and
  the Indemnified Party is being released from any and all obligations or
  liabilities it may have with respect to the Third Party Claim and any Claim
  or liability which may arise in respect thereof to other Persons as a result
  of the Claim being asserted against such other Persons by the Person making
  the Third Party Claim.

|     |              
|---- | -------------
|6.11 | Direct Claims

Any
Direct Claim shall be asserted by giving the Indemnifier prompt written notice
thereof, but in any event not later than 30 calendar days after the Indemnified
Party becomes aware of such Direct Claim. The Indemnifier shall then have a
period of 30 calendar days within which to respond in writing to such Direct
Claim. If the Indemnifier does not so respond within such 30-day period, the
Indemnifier shall be deemed to have rejected such Claim, and in such event the
Indemnified Party shall be free to pursue such remedies as may be available to
the Indemnified Party.

|     |                              
|---- | -----------------------------
|6.12 | Failure to Give Timely Notice

A
failure to give timely notice as provided in this Article 6 shall not affect
the rights or obligations of any Party except and only to the extent that, as a
result of such failure, any Party which was entitled to receive such notice was
deprived of its right to recover any payment under its applicable insurance
coverage or was otherwise directly and materially damaged as a result of such
failure.

|     |                           
|---- | --------------------------
|6.13 | Reductions and Subrogation

If
the amount of any Loss incurred by an Indemnified Party at any time subsequent
to the making of an Indemnity Payment is reduced by any recovery, settlement or
otherwise under or pursuant to any insurance coverage, or pursuant to any
Claim, recovery, settlement or payment by or against any other Person, the
amount of such reduction (less any costs, expenses (including Taxes) or
premiums incurred in connection therewith), together with interest thereon from
the date of payment thereof at the Prime Rate, shall promptly be repaid by

---



- 84 -

the
Indemnified Party to the Indemnifier. Upon making a full Indemnity Payment, the
Indemnifier shall, to the extent of such Indemnity Payment, be subrogated to
all rights of the Indemnified Party against any third party that is not an
Affiliate of the Indemnified Party in respect of the Loss to which the
Indemnity Payment relates but only if the Indemnifier shall then be in
compliance with its obligations under this Agreement in respect of such Loss.
Until the Indemnified Party recovers full payment of its Loss, any and all
Claims of the Indemnifier against any such third party on account of such
Indemnity Payment shall be postponed and subordinated in right of payment to
the Indemnified Partys rights against such third party. Without limiting the generality
or effect of any other provision hereof, the Indemnified Party and Indemnifier
shall duly execute upon request all instruments reasonably necessary to
evidence and perfect such postponement and subordination.

|     |           
|---- | ----------
|6.14 | Tax Effect

If
all or any portion of any Indemnity Payment received by an Indemnified Party
would constitute or would be included in computing income for Tax purposes to
such Indemnified Party, the Indemnifier shall pay a Tax Gross-Up to the
Indemnified Party at the same time and on the same terms, as to interest and
otherwise, as the Indemnity Payment. Any Loss suffered or incurred by an
Indemnified Party in respect of a Claim shall be the net after Tax loss
(Canadian and foreign) actually incurred by the Indemnified Party or reasonably
estimated to be incurred by it, which arises in respect of that Claim.

|     |                     
|---- | --------------------
|6.15 | Payment and Interest

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | All amounts
  to be paid by an Indemnifier pursuant to this Article 6 shall bear interest
  at a rate per annum equal to the Prime Rate, calculated and payable monthly,
  both before and after judgment, with interest on overdue interest at the same
  rate, from the date that the Indemnified Party disbursed funds, suffered
  damages or losses or incurred a loss, Liability or expense in respect of a
  Loss for which the Indemnifier is liable to make payment pursuant to this
  Article 6, to the date of payment by the Indemnifier to the Indemnified
  Party.                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | Subject to
  Section 6.16, each Indemnifier shall pay the amount of any Loss set forth in
  any Claim with all accrued interest thereon within ten (10) Business Days of
  (i) the Indemnifier and the Indemnified Party agreeing to the amount of such
  Loss payable by the Indemnifier; (ii) a Final Decision that the Buyer, Seller
  or Shareholder, as applicable, is liable for the amount of any Third Party
  Claim; or (iii) the receipt of the decision of the Arbitrator with respect to
  the Indemnifiers liability with respect to the Claim and the amount of the
  Loss pursuant to Article 8.

|     |           
|---- | ----------
|6.16 | Limitation

| |     |                                                                                                                                                                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | No claims
  for indemnification may be made by the Buyer against the Sellers, Principals
  and Shareholders under Sections 6.2.1(a), 6.4(a) and 6.5 in respect of any
  Loss arising in connection with any misrepresentation or breach of warranty
  made or given by a Seller, Principal or Shareholder in this Agreement, in any

---



- 85 -

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | Closing
  Document or in any document delivered pursuant to this Agreement or any
  Closing Document, unless and until the Loss suffered or incurred by the Buyer
  and by all of its Representatives in respect of such a misrepresentation or
  breach of warranty exceeds $50,000 and in respect of all such
  misrepresentations or breaches of warranty, exceeds $100,000 in the
  aggregate, in which event the amount of such Loss in excess of such $100,000
  amount may be recovered by the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b) | No claims
  for indemnification may be made by EIS against the Buyer under Section 6.3(a)
  in respect of any Loss arising in connection with any misrepresentation or
  breach of warranty made or given by the Buyer in this Agreement, in any
  Closing Document or in any document delivered pursuant to this Agreement or
  any Closing Document or under Section 5.14(b) unless and until the Loss
  suffered or incurred by EIS and by all of its Representatives in respect of
  such a misrepresentation or breach of warranty exceeds $50,000 and, in
  respect of all such misrepresentations or breaches of warranty, exceeds
  $100,000 in the aggregate, in which event the amount of such Loss not
  including such $100,000 amount may be recovered by EIS.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c) | Subject to
  Section 6.16(d), the maximum aggregate liability of EIS to the Buyer pursuant
  to Sections 6.2.1(a) and 6.2.2(a) is limited to 75% of the Purchase Price
  paid or payable by the Buyer to the Sellers hereunder, including any Earn-Out
  Consideration actually earned under Section 3.8, the Escrow Amount and Share
  Consideration, valued at the Closing. Subject to Section 6.16(d), the maximum
  aggregate liability of Mr. Manor and the Manor Family Trust to the Buyer
  pursuant to Sections 6.2.1(a) and 6.2.2(a) is limited to 100% of the Manor
  Purchase Price and Mr. Manors Proportionate Share of the EIS Purchase Price
  paid or payable by the Buyer to EIS hereunder, including any Earn-Out
  Consideration actually earned under Section 3.8, the Escrow Amount and Share
  Consideration, valued at the Closing. Subject to Section 6.16(d), the maximum
  aggregate liability of a Principal (other than Mr. Manor) and a Shareholder
  to the Buyer pursuant to Section 6.4(a) is limited to 75% of that Shareholder
  or Principals Proportionate Share of the EIS Purchase Price paid or payable
  by the Buyer to EIS hereunder, including any Earn-Out Consideration actually
  earned under Section 3.8, the Escrow Amount and Share Consideration, valued
  at the Closing.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d) | The maximum
  aggregate liability of EIS to the Buyer pursuant to Section 6.5 is limited to
  100% of the Purchase Price paid or payable by the Buyer to the Sellers
  hereunder, including any Earn-Out Consideration actually earned under Section
  3.8, the Escrow Amount and Share Consideration, valued at the Closing. The
  maximum aggregate liability of Mr. Manor and the Manor Family Trust to the
  Buyer pursuant to Section 6.5 is limited to 100% of the Manor Purchase Price
  and Mr. Manors Proportionate Share of the EIS Purchase Price paid or payable
  by the Buyer to EIS hereunder, including any Earn-Out Consideration actually
  earned under Section 3.8, the Escrow Amount and Share Consideration, valued
  at the Closing. The maximum aggregate liability of a Principal (other than
  Mr. Manor)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

---



- 86 -

| |     |                                                                                                                                                                                                                                                                                                                                                              
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | and a
  Shareholder to the Buyer pursuant to Section 6.5 is limited to 100% of that
  Shareholder or Principals Proportionate Share of the EIS Purchase Price paid
  or payable by the Buyer to EIS hereunder, including any Earn-Out
  Consideration actually earned under Section 3.8, the Escrow Amount and Share
  Consideration, valued at the Closing.
| |     |                                                                                                                                                                                                                                                                                                                                                              
| | (e) | The maximum
  aggregate liability of the Buyer pursuant to this Article 6 and Section 5.14
  is limited to the greater of (i) $6,000,000 or (ii) the Earn-Out
  Consideration.                                                                                                                                                                               

|     |                   
|---- | ------------------
|6.17 | Rights in Addition

The
rights of indemnity set forth in this Article 6 are in addition and
supplemental to any other rights, actions, Claims or causes of action which may
arise in respect of this Agreement, any Closing Document and the transactions
contemplated hereby. This Article 6 shall remain in full force and effect in
all circumstances and shall not be terminated by any breach (fundamental,
negligent or otherwise) by any Party of its representations, warranties or
covenants hereunder or under any Closing Document or by any termination or
rescission of this Agreement or any part hereof.

|     |        
|---- | -------
|6.18 | Set-Off

The
Buyer may set off against any Earn-Out Consideration or other amounts payable
by it hereunder, any Loss incurred by it from time to time provided that it
provides notice to EIS of any such set-off. The right of the Buyer to obtain
payment on account of the liability of a Seller, a Principal or a Shareholder
for Losses by setting off all or part of such Losses hereunder, shall not
relieve the Sellers, the Principals and Shareholders of their continuing
liability to indemnify the Buyer in the event the amount of the Earn-Out
Consideration is not sufficient to pay off and discharge completely the Losses
suffered or incurred by the Buyer.

|     |         
|---- | --------
|6.19 | Recourse

Notwithstanding
anything herein contained, the Buyer shall recover the amount of any Loss
suffered or incurred by the Buyer or any of its Representatives as a result of
a Claim under this Article 6 in the first instance from the Escrow Amount in
accordance with the terms of the Escrow Agreement. If there is insufficient
property remaining in the Escrow Amount, EIS, the Principals and the
Shareholders, to the extent they are legally required to do so, shall pay any
such deficiency, through the transfer of the Share Consideration back to the
Buyer. The value of each Buyer Common Share for the purposes of this Section 6.19
shall be equal to the weighted average trading price of the Buyer Shares on the
principal exchange on which the Buyer Shares are then trading for the 20
consecutive trading days ending on the trading day preceding the date of
payment. If there is still insufficient property to cover the Claim, the Buyer
may then set-off any deficiency from the Earn-Out Consideration payable
hereunder.

---



- 87 -

|     |                              
|---- | -----------------------------
|6.20 | Ongoing Capitalization of EIS

EIS,
the Shareholders and the Principals shall cause EIS to maintain net tangible
assets (in excess of liabilities) of at least five hundred thousand dollars
($500,000) at all times for a period of two years from the date hereof. EIS,
the Shareholders and the Principals will cause such assets to be segregated so
that they are available for recourse by Buyer in the event of a Claim under
Article 6. Such assets shall not be subject to a security interest of any
party.

|     |                 
|---- | ----------------
|6.21 | Duty to Mitigate

Nothing
in this Agreement or in any Closing Document shall in any way restrict or limit
the general obligation at law of an Indemnified Party to mitigate any Loss
which it may suffer or incur by reason of the breach by an Indemnifier of any
representation, warranty or covenant of the Indemnifier hereunder. If any Loss
can be reduced by any recovery, settlement or otherwise under or pursuant to
any insurance coverage, or pursuant to any Claim, recovery or payment by or
against any other Person, the Indemnified Party shall take all appropriate
steps to enforce such recovery, settlement or payment.

|     |                    
|---- | -------------------
|6.22 | General Limitations

An
Indemnifier shall have no liability to an Indemnified Party hereunder:

| |     |                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------
| | (a) | for any
  liability that arises as a result of any legislation not in force on the date
  hereof which takes effect retrospectively;     
| |     |                                                                                                                                          
| | (b) | in respect
  of any matter or thing done or omitted to be done by or at the direction or
  with the consent of the Indemnified Party; and
| |     |                                                                                                                                          
| | (c) | in respect
  of more than one representation, warranty or covenant that relates to the
  same matter or thing.                           

|     |                     
|---- | --------------------
|6.23 | Survival, Non-Waiver

The
rights, remedies and recourses of the Parties under this Article 6 shall not be
affected by the Closing having occurred, by any investigation made by or on
behalf of the applicable Parties by a Party, lawfully terminating or failing to
terminate this Agreement or by any other event or matter whatsoever except a
specific and duly authorized written waiver or release executed by a Party.

ARTICLE 7
CONDITIONS PRECEDENT

|    |                   
|--- | ------------------
|7.1 | Buyers Conditions

The
Buyer will be obliged to complete the Closing only if each of the conditions
precedent set out in the following Subsections of this Section 7.1 have been
satisfied in full at or before the Closing. Each of such conditions precedent
is for the exclusive benefit of the Buyer and the Buyer may waive any of them
in whole or in part in writing.

---



- 88 -

|      |                  
|----- | -----------------
|7.1.1 | Actual Possession

The
Sellers shall have delivered actual possession of the Purchased Assets to the
Buyer.

|      |                                 
|----- | --------------------------------
|7.1.2 | Receipt of Closing Documentation

All
documentation relating to the sale and purchase of the Purchased Assets,
including the Closing Documents and the special resolution of shareholders of
EIS, relating to the due authorization and completion of such sale and
purchase, and all actions and proceedings taken on or prior to the Closing in
connection with the performance by the Sellers, the Principals and the
Shareholders of their obligations under this Agreement, will be satisfactory to
the Buyer and its legal counsel. The Buyer will have received copies of the
Closing Documents, including the Closing Documents described in Section 3.10
and all such documentation or other evidence as it may reasonably request in
order to establish compliance with the terms and conditions of this Agreement,
the consummation of the transactions contemplated hereby and the taking of all
corporate proceedings in connection therewith in form (as to certification and
otherwise) and substance satisfactory to the Buyer and its legal counsel.

|      |                       
|----- | ----------------------
|7.1.3 | Consents to Assignment

All
consents or approvals from, or notifications to, any landlord, lessor or other
third Person required to assign the Material Contracts to the Buyer will have
been obtained or given on or before the Closing.

|      |                                           
|----- | ------------------------------------------
|7.1.4 | Consents, Authorizations and Registrations

All
consents, approvals, Orders and authorizations of any Person or Governmental
Authority (or registrations, declarations, filings or recordings with any of
them) required for the Closing (other than routine post-closing notifications
or filings) shall have been obtained or made on or before the Closing.

|      |                     
|----- | --------------------
|7.1.5 | Financial Statements

Grant
Thornton LLP or such other firm of chartered accountants acceptable to the
Buyer, in its sole discretion, shall have delivered to Buyer an agreed upon
procedure report with respect to the audited consolidated financial statements
of EIS for each of the years ended September 30, 2007 and 2006.

|      |                                     
|----- | ------------------------------------
|7.1.6 | Employment and Consulting Agreements

Mr.
Manor and Mr. Drewell, through his company, Donald David Drewell Developments
Inc., will have executed and delivered the Employment Agreement and Consulting
Agreement, respectively, with the Buyer or its designated Affiliate.

---



- 89 -

|      |                
|----- | ---------------
|7.1.7 | Non-Competition

EIS
and each Principal and Shareholder shall have executed and delivered to the
Buyer a Non-Competition Agreement pursuant to which they will agree not to
compete worldwide in the Business for a period ending two years after the end
of the Earn-Out Period.

|      |               
|----- | --------------
|7.1.8 | Bulk Sales Act

The
Sellers shall have complied with the provisions of the Bulk Sales Act (Ontario).

|      |                 
|----- | ----------------
|7.1.9 | Escrow Agreement

The
Sellers and the Escrow Agent shall have executed and delivered the Escrow
Agreement.

|       |           
|------ | ----------
|7.1.10 | Litigation

No
Order will have been entered that prohibits or restricts the Closing. None of
the Parties, nor any of their respective directors, officers, employees or
agents, will be a defendant or third party to or threatened with any litigation
or proceedings before any court or Governmental Authority which, in the opinion
of the Buyer, acting reasonably, could prevent or restrict that Party from
performing any of its obligations in this Agreement or any of the Closing
Documents.

|       |                                                         
|------ | --------------------------------------------------------
|7.1.11 | Termination and Release of China JV Terminated Contracts

The
China JV Terminated Contracts shall have been terminated and Seller shall
provide to Buyer evidence of the termination thereof and the release of the
China Joint Venture in connection therewith.

|    |                    
|--- | -------------------
|7.2 | Sellers Conditions

The
Sellers will be obliged to complete the Closing only if each of the conditions
precedent set out in the following Subsections of this Section 7.2 have been
satisfied in full at or before the Closing. Each of such conditions precedent
is for the exclusive benefit of the Sellers and the Sellers may waive any of
them in whole or in part in writing.

|      |                                 
|----- | --------------------------------
|7.2.1 | Receipt of Closing Documentation

All
documentation relating to the sale and purchase of the Purchased Assets, and
all actions and proceedings taken on or prior to the Closing in connection with
the performance by the Buyer of its obligations under this Agreement, will be
satisfactory to the Sellers and their legal counsel. The Sellers will have
received copies of the Closing Documents required by the terms of this
Agreement to be delivered on or before Closing and all such documentation or
other evidence as it may reasonably request in order to establish compliance
with the terms and conditions of this Agreement, the consummation of the
transactions contemplated hereby in form

---



- 90 -

(as to certification and
otherwise) and substance satisfactory to the Sellers and their legal counsel.

|      |                       
|----- | ----------------------
|7.2.2 | Consents to Assignment

All
consents or approvals from, or notifications to, any landlord, lessor or other
third Person required to assign the Material Contracts to the Buyer shall have
been obtained or given on or before the Closing.

|      |                                           
|----- | ------------------------------------------
|7.2.3 | Consents, Authorizations and Registrations

All
material consents, approvals, orders and authorizations of any Governmental
Authority required for the Closing (other than routine post-closing
notifications or filings), and the Competition Act Approval, will have been
obtained or made on or before the Closing.

|    |       
|--- | ------
|7.3 | Waiver

Any
Party may waive, by notice in writing to the other Party, any condition set
forth in this Article 7 which is for its benefit. No waiver by a Party of any
condition, in whole or in part, will operate as a waiver of any other
condition.

ARTICLE 8
DISPUTE RESOLUTION AND ARBITRATION

|    |        
|--- | -------
|8.1 | Purpose

The
purpose of Article 8 is to resolve all Disputes arising between the Parties as
fairly, efficiently and cost effectively as possible. The provisions of this
Article 8 shall apply to the resolution of any Dispute between the Parties
(except for a Dispute to be resolved pursuant to Section 3.8.4(b)), unless the
Parties agree in writing to vary the provisions of this Article 8 for the purpose
of resolving a particular Dispute. This Article 8 shall not apply to the
resolution of Disputes involving Third Party Claims, as Third Party Claims
shall be resolved pursuant to Article 6.

|    |                  
|--- | -----------------
|8.2 | Notice of Dispute

Notice
of a Dispute (Dispute Notice) by
a Party must be delivered to the other Party to the Dispute in accordance with
the notice provisions of this Agreement. Within thirty (30) days after delivery
of a Dispute Notice (the Response Period),
the receiving Party shall deliver a response (Response) to the first Party. The Dispute Notice and Response
shall include a statement of that Partys position and a summary of the
arguments supporting that position. As soon as possible after the Response has
been given, representatives of the Parties to the Dispute, who have full
authority to settle the Dispute, shall meet at mutually acceptable times and
places as often as they consider necessary, to make efforts in good faith to
resolve the Dispute by amicable negotiations, within fifteen (15) calendar days
(the Negotiation Period) after
the Response was given. Each Party shall provide to each other Party any
information and documents in their possession relating to the Dispute which are
material to the issues in the Dispute. The negotiations shall be construed as
settlement discussions, shall be confidential and

---



- 91 -

shall be conducted on a
without prejudice basis. If one of the Parties refuses or neglects to
participate in such amicable negotiations, the other Party may refer the
Dispute immediately to arbitration under Section 8.3. No Party shall be
required to participate in the negotiations specified by this Section 8.2 if a
limitation period relating to a right of such Party which is the subject matter
of or is related to the Dispute, would expire during the Negotiation Period or
within ten (10) calendar days thereafter.

|      |                                      
|----- | -------------------------------------
|8.3   | Arbitration                          
|      |                                      
|8.3.1 | Submission of Disputes to Arbitration

If
a Dispute is not resolved pursuant to Section 8.2 within the Negotiation Period
or if a Party neglects or refuses to participate in amicable negotiations, such
Dispute shall be submitted to arbitration pursuant to this Section 8.3. No
Party shall have the right to stay or seek postponement of any arbitration
hereunder on the grounds that one or more Parties have failed to comply with
their obligations under Section 8.2 except as may otherwise be agreed by the
relevant Parties, and no Party has the right to commence or continue court
proceedings to resolve a Dispute.

|      |                        
|----- | -----------------------
|8.3.2 | Location of Arbitration

Any
arbitration hereunder shall be held at Toronto, Ontario, unless the parties to
the arbitration otherwise agree.

|      |                
|----- | ---------------
|8.3.3 | Laws of Ontario

The
law to be applied in connection with the arbitration shall be the law of
Ontario, and the laws of Canada applicable therein, but excluding its conflict
of law rules except to the extent that it is determined by the arbitrators that
any matter is mandatorily governed by the laws of the United States or a state
thereof or other jurisdiction.

|      |                
|----- | ---------------
|8.3.4 | Arbitration Act

The
arbitration shall be governed by the Rules of Procedure set out in Schedule
8.3.4. It shall be a condition precedent to the bringing of any legal
proceedings that are contemplated by such rules that the Parties will have
concluded the arbitration process as provided by such rules. The provisions of
the Arbitration Act, 1991 (Ontario) shall apply to the extent
that they are not inconsistent with such Rules of Procedure.

|    |                   
|--- | ------------------
|8.4 | Additional Parties

Any
arbitration may include any other Person substantially involved in a common
question of fact or law whose presence is required if complete relief is to be
accorded in arbitration, provided that such other Person has agreed to be bound
by such arbitration.

---



- 92 -

|    |                   
|--- | ------------------
|8.5 | Recourse to Courts

Notwithstanding
the provisions of this Article 8 and the Rules of Procedure set out in Schedule
8.3.4, any Party may, in its sole discretion, apply at any time to a court of
competent jurisdiction for:

| |     |                                                                                                                                                                                                                                                                                                                                          
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the
  appointment of an Arbitrator pursuant to the provisions of Section 1(a) of
  Schedule 8.3.4;                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                          
| | (b) | any
  emergency or interim remedy to enforce the terms of this Agreement or to
  prevent any breach of this Agreement, including specific performance and
  injunctive relief on an interim or interlocutory basis, restraining orders,
  receiving orders and orders regarding the detention, preservation and
  inspection of property;
| |     |                                                                                                                                                                                                                                                                                                                                          
| | (c) | the
  enforcement of an award made by an Arbitrator; or                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                          
| | (d) | the
  enforcement of the award made by an Arbitrator where such enforcement
  reasonably requires access to any remedy that the Arbitrator has no power to
  award or enforce.                                                                                                                                                           

|    |                
|--- | ---------------
|8.6 | Confidentiality

All
negotiations, mediation and arbitration conducted pursuant to this Article 8,
and all information and documents (whether in tangible, electronic or digital
form) exchanged by the Parties in connection therewith are confidential. Such
information and documents shall not be disclosed to any Person other than:

| |     |                                                                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | the Parties,
  their legal counsel and any of their representatives, consultants and
  advisors who need to know such information and documents for the purposes of
  such negotiations, mediation or arbitration; and
| |     |                                                                                                                                                                                                                       
| | (b) | the mediator
  or arbitrator,                                                                                                                                                                                         

except as may be required by
Applicable Law or except in the course of any judicial proceeding relating to
any arbitration conducted pursuant to the Rules of Procedure. If any Party
fails to comply with the provisions of this Section 8.6 before or after the
completion of any arbitration, the arbitrator may enjoin further breaches by
such Party of this provision and award damages or other relief against such
Party. On completion of any negotiations, mediation or arbitration conducted
under this Article 8, each Party shall return to the other all copies of such
information or documents, whether in tangible, electronic or digital form.

|    |                       
|--- | ----------------------
|8.7 | Continuing Performance

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | At all
  times, notwithstanding the existence of any Dispute, the Parties shall
  continue to perform their respective obligations in accordance with the
  provisions of this Agreement without prejudice to the right to contest,
  dispute and challenge the relevant matter in accordance with the provisions
  of this Agreement, provided that this Section 8.7 shall not apply to a Party
  where another Party has repudiated,

---



- 93 -

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | terminated
  or abandoned performance of this Agreement, or has breached the
  Non-Competition Agreement or where the first Party asserts claims in fraud or
  misappropriation. No Party shall exercise any remedy with respect to an
  alleged default by another Party under this Agreement if a Dispute with
  respect to such alleged default has been submitted for resolution pursuant to
  this Article 8, until either (i) the Parties have settled the Dispute; or
  (ii) the Arbitrator has made an award with respect to the Dispute and all
  appeal periods with respect to such award have expired without an appeal
  having been taken.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | Subject to
  the express provisions of this Agreement, where there is any Dispute as to
  the amount of monies owing hereunder by any Party hereto to any other Party
  hereto, the portion of the amount owing that is not contested, disputed or
  challenged, if any, shall be paid when due hereunder, but without prejudice
  to the rights of the Parties hereto to contest, dispute or challenge the
  disposition of the remaining portion of the monies claimed.                                                                                                                                                                               

|    |         
|--- | --------
|8.8 | Survival

The
provisions of this Article 8 shall survive any termination of this Agreement.
The provisions of this Article 8 shall continue in full force and effect
notwithstanding any determination by a court or the Parties that one or more
other provisions of this Agreement are invalid, contrary to law or
unenforceable.

ARTICLE 9 
GENERAL

|    |         
|--- | --------
|9.1 | Expenses

Each
Party shall pay all expenses it incurs in authorizing, preparing, executing and
performing this Agreement and the transactions contemplated hereunder, whether
or not the Closing occurs, including all fees and expenses of its legal
counsel, bankers, investment bankers, brokers, accountants or other
representatives or consultants.

|    |     
|--- | ----
|9.2 | Time

Time
is of the essence of each provision of this Agreement.

|    |        
|--- | -------
|9.3 | Notices

| |     |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Method of Delivery. Any notice, demand or
  other communication (in this Section, a notice)
  required or permitted to be given or made under this Agreement shall be in
  writing and shall be sufficiently given or made if:
| |     |                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                              | delivered in
  person during normal business hours on a Business Day and left with the
  recipient, for notice delivered to individuals, or a receptionist or other
  responsible employee of the recipient, if the recipient is not an individual,
  at the applicable address set forth below; or

---



- 94 -

| |  |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | ----------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (ii)                                                  | sent by any
  electronic means of sending messages (Electronic
  Transmission), including
  facsimile transmission and e-mail, during normal business hours on a Business
  Day, but notice by Electronic Transmission shall be sufficient only if the
  notice includes or is accompanied by the senders name, address, telephone
  number and facsimile number or e-mail address, the date and time of
  transmission and the name and telephone number of a Person to contact in the
  event of transmission problems and if acknowledgement of the transmission is
  transmitted to the sender by the recipient or the recipients electronic
  system;
| |  |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |  | in the case
  of a notice to EIS, addressed to it at:
| |  |                                                      
| |  | EIS
  Electronic Integrated Systems Inc.             
| |  | c/o Dan
  Manor                                      
| |  |                                                      
| |  | 7 Ridgewood
  Road                                   
| |  | Toronto,
  Ontario                                   
| |  | M5P 1T4                                              

| |                                                                 |                          
| | --------------------------------------------------------------- | -------------------------
| | Attention:                                                      | Mr. Dan
  Manor          
| | Fax No.:                                                        | 416-785-9332             
| | E-mail:                                                         | dan_manor@hotmail.com    
| |                                                                 |                          
| | with a copy
  to:                                               |                          
| |                                                                 |                          
| | WeirFoulds
  LLP                                               
| | The Exchange
  Tower, Suite 1600                               
| | P.O. Box
  480, 130 King Street West                           
| | Toronto,
  Ontario M5X 1J5                                     
| |                                                                
| | Attention:                                                      | David Brown              
| | Fax No.:                                                        | 416-365-1876             
| | E-mail:                                                         | dbrown@weirfoulds.com    
| |                                                                 |                          
| | and in the
  case of a notice to the Buyer, addressed to it at:
| |                                                                
| | Image
  Sensing Systems, Inc.                                  
| | 500 Spruce
  Tree Centre                                       
| | 1600
  University Ave. West                                    
| | St. Paul,
  Minnesota                                          
| | USA
  55104-3825                                               
| |                                                                
| | Attention:                                                      | Mr. Gregory
  R. L. Smith
| | Fax No.:                                                        | 651-603-7795             
| | E-mail:                                                         | gsmith@imagesensing.com  

---



- 95 -

| |                                                                                                |                           
| | ---------------------------------------------------------------------------------------------- | --------------------------
| | with copies
  to:                                                                             
| |                                                                                                |                           
| | Fasken
  Martineau DuMoulin LLP                                                               
| | P.O. Box 20,
  Suite 4200                                                                     
| | Toronto
  Dominion Bank Tower                                                                 
| | Toronto-Dominion
  Centre                                                                     
| | Toronto,
  Ontario M5K 1N6                                                                    
| |                                                                                                |                           
| | Attention:                                                                                     | Ms. Tracy
  Hooey         
| | Fax No.:                                                                                       | 416-364-7813              
| | E-mail:                                                                                        | thooey@tor.fasken.com     
| |                                                                                                |                           
| | and                                                                                            |                           
| |                                                                                                |                           
| | Winthrop
  & Weinstine, P.A.                                                                  
| | Suite 3500                                                                                    
| | 225 South
  Sixth Street                                                                      
| | Minneapolis,
  Minnesota 55402                                                                
| |                                                                                                |                           
| | Attention:                                                                                     | Ms. Michele
  Vaillancourt
| | Fax No.:                                                                                       | 612-604-6881              
| | E-mail:                                                                                        | mvaillancourt@winthrop.com
| |                                                                                                |                           
| | and in the
  case of a notice to a Shareholder, addressed as set out in Schedule 9.3
  hereto.

| |     |                                                                                                            |                                                                                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Deemed Delivery. Each notice sent in
  accordance with this Section shall be deemed to have been received:
| |     |                                                                                                            |                                                                                                                                                                                                                                                                             
| |     | (i)                                                                                                        | in the case
  of personal delivery, if delivered before 5:00 p.m. (recipients time), on
  the day it was delivered; otherwise, on the first Business Day thereafter; or                                                                                                    
| |     |                                                                                                            |                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                       | in the case
  of Electronic Transmission, on the same day that it was sent if sent on a
  Business Day and the acknowledgement of receipt is received by the sender
  before 5:00 p.m. (recipients time) on such day, and otherwise on the first
  Business Day thereafter.
| |     |                                                                                                            |                                                                                                                                                                                                                                                                             
| |     | Any Party
  may change its name or address for notice by written notice delivered to the
  other Parties. 
| |     |                                                                                                            |                                                                                                                                                                                                                                                                             

|    |           
|--- | ----------
|9.4 | Assignment

| |     |                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | The Buyer
  may, without the consent of the Sellers, Principals and other Shareholders,
  assign this Agreement and its rights hereunder to an Affiliate.
  Notwithstanding any such assignment, the Buyer shall remain jointly and
  severally liable with any Affiliate to which it has assigned this Agreement.
| |     |                                                                                                                                                                                                                                                                                                                   
| | (b) | Subject to
  paragraph (a) above:                                                                                                                                                                                                                                                                                 

---



- 96 -

| |     |                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     | (i)                                                                                                                                                                                                                                                                           | no Party may
  assign any rights or benefits under this Agreement to any Person;                                                                                                                                
| |     |                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                          | each Party
  agrees to perform its obligations under this Agreement itself and not to
  arrange in any way for any other Person to perform those obligations; and                                               
| |     |                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                                                                         | no
  assignment of benefits or arrangement for substituted performance by one
  Party will be of any effect against the other Parties except to the extent
  that other Parties have consented to it in writing.
| |     |                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                 
| | (c) | Subject to
  paragraphs (a) and (b) above, this Agreement will enure to the benefit of and
  be binding upon the Parties and their respective successors (including any
  successor by reason of amalgamation or statutory arrangement of any Party)
  and permitted assigns.

|    |                   
|--- | ------------------
|9.5 | Further Assurances

Each
Party shall do such acts and will execute such further documents, conveyances,
deeds, assignments, transfers and the like, and will cause the doing of such
acts and will cause the execution of such further documents as are within its
power as any other Party may in writing at any time and from time to time
reasonably request be done and or executed, in order to give full effect to the
provisions of this Agreement and the Closing Documents.

|    |                    
|--- | -------------------
|9.6 | Remedies Cumulative

The
rights and remedies of the Parties under this Agreement are cumulative and in
addition to and not in substitution for any rights or remedies provided by law.
Any single or partial exercise by any Party hereto of any right or remedy for
default or breach of any term, covenant or condition of this Agreement does not
waive, alter, affect or prejudice any other right or remedy to which such Party
may be lawfully entitled for the same default or breach. Any Party may, in its
sole discretion, apply at any time to a court of competent jurisdiction for any
emergency or interim remedy to enforce the terms of this Agreement or to
prevent any breach of this Agreement, including specific performance and
injunctive relief on an interim or interlocutory basis, restraining orders,
receiving orders and orders regarding the detention, preservation and
inspection of property.

|    |                     
|--- | --------------------
|9.7 | Public Announcements

Before
the date of Closing, no Party shall make any public statement or issue any
press release concerning the transactions contemplated by this Agreement except
as may be necessary, in the opinion of counsel to the Party making such disclosure,
to comply with the requirements of Applicable Law. If any such public statement
or release is so required, the Party making such disclosure will consult with
the other Parties prior to making such statement or release, and the Parties
will use all reasonable efforts, acting in good faith, to agree upon a text for
such statement or release which is satisfactory to all Parties, provided such
agreement is not unreasonably delayed.

---



- 97 -

|    |                 
|--- | ----------------
|9.8 | Entire Agreement

This
Agreement constitutes the entire agreement between the Parties pertaining to
the subject matter hereof and supersedes all prior agreements, negotiations,
discussions and understandings, undertakings, statements, arrangements,
promises, representations and agreements, whether written or oral, among the
Parties. There are no representations, warranties, conditions, undertakings,
commitments, other agreements or acknowledgements, whether direct or
collateral, express or implied, that form part of or affect this Agreement, or
which induced any Party to enter into this Agreement or on which reliance is
placed by any Party, except as specifically set forth in this Agreement or in
the Closing Documents.

|    |          
|--- | ---------
|9.9 | Amendment

This
Agreement may be amended, modified or supplemented only by a written agreement
signed by each Party.

|     |                 
|---- | ----------------
|9.10 | Waiver of Rights

Any
waiver of, or consent to depart from, the requirements of any provision of this
Agreement will be effective only if it is in writing and signed by the Party
giving it, and only in the specific instance and for the specific purpose for
which it has been given. No failure on the part of any Party to exercise, and
no delay in exercising, any right under this Agreement will operate as a waiver
of such right. No single or partial exercise of any such right will preclude
any other or further exercise of such right or the exercise of any other right.

|     |             
|---- | ------------
|9.11 | Counterparts

This
Agreement may be executed in any number of counterparts. Each executed
counterpart will be deemed to be an original. All executed counterparts taken
together will constitute one agreement.

|     |                     
|---- | --------------------
|9.12 | Electronic Execution

To
evidence the fact that a Party has executed this Agreement, such Party may send
a copy of its executed counterpart signature page to the other Party by
Electronic Transmission and, if sent by email, in Portable Document File (PDF)
format. That Party will be deemed to have executed this Agreement on the date it
sent such Electronic Transmission. In such event, such sending Party will
forthwith deliver to the other Party the originally executed counterpart of
this Agreement to the other Party.

|     |             
|---- | ------------
|9.13 | Severability

If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced by any rule of law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of this Agreement is not affected in
any manner materially adverse to any Party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
Parties shall negotiate in good faith to modify this Agreement so as to effect
the

---



- 98 -

original
intent of the Parties as closely as possible in a mutually acceptable manner in
order that the terms of this Agreement remain as originally contemplated to the
fullest extent possible.

TO
WITNESS THEIR AGREEMENT,the
Parties have duly executed this Agreement.

|        |   |                           | 
|------- | - | ------------------------- | 
|        |   | EIS ELECTRONIC INTEGRATED
|        |   | SYSTEMS INC.             
|        |   |                           | 
|        |   |                           | 
|        |   | Per:                      | 
|        |   |                           | 
|        |   | Name:                     | 
|        |   | Title:                    | 
|        |   |                           | 
|        | ) |                           | 
|        | ) |                           | 
|        | ) |                          
|Witness | ) | DAN MANOR                
|        | ) |                           | 
|        |   |                           | 
|        | ) |                           | 
|        | ) |                           | 
|        | ) |                          
|Witness | ) | FAYE MANOR               
|        | ) |                           | 
|        |   |                           | 
|        | ) |                           | 
|        | ) |                           | 
|        | ) |                          
|Witness | ) | DONALD D. DREWELL        
|        | ) |                           | 
|        |   |                           | 
|        | ) |                           | 
|        | ) |                           | 
|        | ) |                          
|Witness | ) | MENDEL M. GREENBERG      
|        | ) |                          

---



- 99 -

| |  |                                          | 
| |  | ---------------------------------------- | 
| |  | FAYE AND DAN MANOR FAMILY               
| |  | TRUST, by its trustee Dan Manor (without
| |  | personal liability)                     
| |  |                                          | 
| |  | Per:                                     | 
| |  |                                          | 
| |  | Name:                                    | 
| |  | Title:                                   | 
| |  |                                          | 
| |  | MMG TRUST, by its trustee Larry Istov   
| |  | (without personal liability)            
| |  |                                          | 
| |  | Per:                                     | 
| |  |                                          | 
| |  | Name:                                    | 
| |  | Title:                                   | 
| |  |                                          | 
| |  | DREWELL FAMILY TRUST, by its trustee    
| |  | Larry Istov (without personal liability)
| |  |                                          | 
| |  | Per:                                     | 
| |  |                                          | 
| |  | Name:                                    | 
| |  | Title:                                   | 
| |  |                                          | 
| |  | IMAGE SENSING SYSTEMS, INC.             
| |  |                                          | 
| |  | Per:                                     | 
| |  |                                          | 
| |  | Name:                                    | 
| |  | Title:                                   | 
| |  |                                          | 
| |  |                                          | 

---