Exhibit 10.4


    Exhibit
      10.4

      PRODUCT
        LINE PURCHASE AGREEMENT

      


      This
        Agreement is entered into as of August 23, 2002, (the “Effective Date”) by and
        between ClearOne Communications, Inc., a Utah corporation (the “Seller”), and
        Comrex Corporation, a Massachusetts corporation (the “Buyer”). Buyer and Seller
        are referred to collectively herein as “Party” in the singular and “Parties”
in
        the
        plural. 

      


      This
        Agreement contemplates a transaction in which Buyer will purchase certain
        of the
        assets and assume certain of the liabilities of Seller’s DH20, DH22 and DH30
        digital hybrid product line, and the Parties shall engage in certain other
        transactions, as further described herein. 

      


      Concurrently
        with this Agreement the Parties are entering into that certain Manufacturing
        Agreement and that certain Software License Agreement of even date
        herewith.

      


      Now,
        therefore, in consideration of the premises and the mutual promises herein
        made,
        and the representations, warranties, and covenants herein contained and subject
        to the terms and conditions hereinafter set forth, and intending to be legally
        bound, the Parties agree as follows.

      


      1. Definitions.

      


      (a) “Acquired
        Assets”
means
        all of the right, title, and interest that Seller possesses and has the right
        to
        transfer in and to all of the assets constituting the Products as more fully
        set
        forth in Schedule
        1,
        and
including:
        (i) the
        manufacturing rights, Product documentation, all Source Code and Object Code
        for
        the Products as set forth in Schedule
        1;
        (ii)
        the Intellectual Property; (iii) the tooling, dies, accessories, and other
        tangible personal property owned by Seller identified and in the quantities
        set
        forth in Schedule
        1;
        (iv)
        the sales and marketing materials in printed and in editable electronic file
        format as set forth in Schedule
        1;
        and (v)
        to the extent transferable or assignable by Seller, the governmental licenses,
        permits, approvals and certifications, ratings, compliance reports and listings
        from product or quality control certification organizations, as set forth
        in
Schedule
        1;
        provided,
        however,
        that
        the Acquired Assets shall not include the specific Source Code or Object
        Code
        for the Gentner/ClearOne proprietary acoustic echo canceling routines and
        line
        echo canceling routines which shall be licensed in Object Code form to Buyer
        pursuant to the Software License Agreement and the Non-Exclusive Files licensed
        to Buyer pursuant to §2(b) below.

      


      (b) “Assumed
        Liabilities”
has
        the
        meaning set forth in §6(c) below.

      


      (c) “Audio
        and Video Conferencing Environment”
means
        the market segment where individuals or groups that are in physically separate
        locations to communicate with each other through electronic media without
        the
        intent for such communications to be distributed to the general public for
        profit.

      


      (d) “Buyer”
        has the
        meaning set forth in the preface above. 

      


      (e) “Buyer’s
        Disclosure Schedule”
has
        the
        meaning as set forth in §4 below.


      
        
          
          

        

        
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      (f) “Closing”
has
        the
        meaning set forth in §2(e) below. 

      


      (g) “Closing
        Date”
has
        the
        meaning set forth in §2(e) below. 

      


      (h) “Confidential
        Information”
means
        any information concerning the businesses and affairs of the disclosing Party
        that is not already generally available to the public; provided, however,
        that
        Confidential Information shall not include, any information that: (i) at
        the
        time of the disclosure is already in the possession of the receiving Party
        and
        not subject to an existing obligation of confidentiality; (ii) is independently
        made available to the receiving Party by an unrelated third party whose
        disclosure would not constitute a breach of any duty of confidentiality owed
        to
        the disclosing Party; (iii) is generally available to the public through
        no
        wrongful act of the receiving Party; or (iv) is independently developed by
        the
        receiving Party without using the Confidential Information, as demonstrated
        by
        documentary evidence.

      


      (i) “Customer
        Warranties”
means
        any obligations pursuant the written warranty for the Product in the form
        attached hereto as Schedule
        2,
        Customer Warranties.

      


      (j) “Digital
        Hybrid”
means
        the method of separating, sending and receiving audio on a telephone line
        using
        digital signal processing technology.

      


      (k) “Excluded
        Liabilities”
has
        the
        meaning set forth in §2(c) below.

      


      (l) “Intellectual
        Property”
means
        (i) the following only with respect to the Acquired Assets and not to the
        technology licensed to Buyer under this Agreement: all domestic and foreign
        letters patent, patents, patent applications, docketed patent disclosures,
        patent licenses, other patent rights, trademarks, trademark registrations,
        trademark applications, trademark licenses, other trademark rights, service
        marks, service mark registrations, service mark applications, service mark
        licenses, other service mark rights, trade names, trade name licenses, trade
        dress, brand names, brand marks, logos, slogans, ideas, processes, copyrights,
        copyright registrations, copyright applications, Know-How, Know-How licenses,
        computer software licenses, computer data, licenses and sublicenses granted
        and
        obtained with respect thereto,
        and any
        divisions, extensions, renewals, reissues, continuations, or continuations
        in
        part and rights thereunder, and goodwill associated therewith, and remedies
        against infringement thereof ; and (ii) the following rights as each may
        apply
        after the Closing Date: all rights of Seller in and to, including rights
        to
        enforce the terms of, confidentiality agreements and noncompetition agreements
        of, and any agreements relating to the assignment of Intellectual Property
        made
        by, prior and present employees and/or contractors of Seller, and any such
        agreements with any other Person with respect to the Intellectual Property
        and
        rights to protection of interests therein under the laws of all jurisdictions
        with respect to any of the foregoing.

      


      (m) “Know-How”
means
        the following as each relates exclusively to the Acquired Assets: trade secrets,
        know-how (including product know-how and use and application know-how),
        formulas, processes, product designs, inventions, specifications, quality
        control procedures, manufacturing, cost and pricing data, parts trading
        information, engineering and other drawings, technology, technical information,
        safety information, lab journals, engineering data and design and



      
        
          
          

        

        
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      engineering
        specifications, research records, market surveys and creative materials,
        advertising and promotional literature, customer and supplier lists and similar
        data, including all depictions, descriptions, drawings and plans thereof;
        the
        foregoing definition shall not be implied to include the technology licensed
        to
        Buyer under the Software License Agreement. 

      


      (n) “Lien”
means
        any mortgage, pledge, security interest, encumbrance, lien or charge of any
        kind
        (including, without limitation: any conditional sale or other title retention
        agreement, any lease in the nature thereof, and the filing of or agreement
        to
        give any financing statement under the Uniform Commercial Code or comparable
        law
        of any jurisdiction in connection with such mortgage, pledge, security interest,
        encumbrance, lien or charge).

      


      (o) “Manufacturing
        Agreement”
has
        the
        meaning set forth in §6(f) below.

      


      (p) “Material
        Adverse Effect”
means
        any change, event, circumstance, development, or effect that has or is
        reasonably likely to have a material adverse effect on the Acquired Assets
        or
        the consummation or fulfillment of any obligations under this Agreement or
        any
        other agreement contemplated by Buyer or Seller hereunder.

      


      (q) “Non-Exclusive
        Files”
means
        those data and routine files which are not unique to the Products and used
        in
        other ClearOne products.

      


      (r) “Object
        Code”
means
        the computer programs assembled or compiled in magnetic or electronic binary
        form on software media, which are readable and usable by machines, but not
        generally readable by humans without reverse assembly, reverse compiling,
        or
        reverse engineering. 

      


      (s) “Other
        Inventory”
has
        the
        meaning set forth in Exhibit
        D2,
        attached hereto and incorporated herein by reference. 

      


      (t) “Other
        Raw Materials”
has
        the
        meaning set forth in Exhibit
        D2,
        attached hereto and incorporated herein by reference.

      


      (u) “Party”
        or “Parties”
has
        the
        meaning set forth in the preface above.

      


      (v) “Permits”
has
        the
        meaning set forth in §3(j). 

      


      (w) “Person”
means
        an individual, a partnership, a corporation, an association, a limited liability
        company, a joint stock company, a trust, a joint venture, an unincorporated
        organization, other entity, or a governmental entity (or any department,
        agency,
        or political subdivision thereof).

      


      (x) “Product”
or
        “Products”
has
        the
        meaning set forth in Schedule
        1,
        attached hereto and incorporated herein by reference. 

      


      (y) “Purchase
        Price”
has
        the
        meaning set forth in §2(d) below.


      
        
          
          

        

        
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      (z) “Residuals”
means
        information which may be remembered by persons who have received or worked
        with
        Seller’s Confidential Information, including ideas, concepts, know-how or
        techniques contained therein.

      


      (aa) “Seller”
has
        the
        meaning set forth in the preface above.

      


      (bb) “Software
        License Agreement”
means
        that certain Software License Agreement between the Parties for the license
        of
        acoustic echo canceling and line echo canceling routines entered into
        simultaneously herewith.

      


      (cc) “Source
        Code”
means
        the computer programs written in higher-level, human-readable programming
        language, including comments, and all documentation reasonably necessary
        to
        build and/or modify such code. 

      


      (dd) “Studio
        Environment”
means
        the market segment where movies, shows, or programs are produced in order
        to
        mass distribute such programs to the public through radio, television or
        other
        means of mass media distribution.

      


      (ee) Tax
        or
        Taxes”
means
        any federal, state, local, or foreign income, gross receipts, license, payroll,
        employment, excise, severance, stamp, occupation, premium, windfall profits,
        environmental, customs duties, capital, franchise, profit, withholding, social
        security (or similar), unemployment, disability, real property, personal
        property, sales, use, transfer, registration, value added, alternative or
        add-on
        minimum, estimated, or other tax of any kind whatsoever, including any interest,
        penalty, or addition thereto, whether disputed or not. 

      


      (ff) “Transition
        Period”
means
        that period of time commencing upon Closing and continuing until the Seller
        and
        Buyer have performed the actions described in the Transition Plan, but in
        no
        event shall such period exceed ninety (90) days.

      


      (gg) “Transition
        Plan”
means
        the plan attached as Schedule 5.

      


      2. Basic
        Transaction.
        Subject
        to the terms of this Agreement, the Parties hereby agree as
        follows:

      


      (a) Purchase
        and Sale of Assets.
        Buyer
        agrees to purchase from Seller, and Seller agrees to sell, assign, transfer
        and
        convey to Buyer at the Closing, all of the Acquired Assets, free and clear
        of
        any and all Liens, for the consideration specified below in this §2. The
        Acquired Assets shall be delivered to Buyer at the Closing or as may otherwise
        be set forth in the Transition Plan.

      


      (b) License
        Agreement.
        Seller
        agrees to license certain technology to Buyer in accordance with the terms
        of
        the Software License Agreement between the Parties in substantially the form
        set
        forth in Exhibit
        A
        attached
        hereto. Seller also grants to Buyer a perpetual, royalty-free license to
        copy,
        modify and create derivatives of the Non-Exclusive Files, provided that such
        license is for the use by Buyer for the Products or Product upgrades, and
        for
        new products to be developed 


      
        
          
          

        

        
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      by
        Buyer.
        Seller agrees that it will not grant a license or otherwise grant a right
        to use
        the Non-Exclusive Files to third-parties for use in Digital Hybrid products
        designed for the Studio Environment.

      


      (c) Limited
        Assumption of Liabilities.
        Except
        for the assumption of Customer Warranties, Buyer does not and shall not assume
        or be otherwise responsible for any liability of or obligation associated
        with
        the Acquired Assets arising from or related to activities which occurred
        prior
        to the end of business on the Closing Date, including without
        limitation:

      


      (i) any
        debts, liabilities, obligations, contracts or Taxes with respect to any period
        whether known or unknown, contingent or fixed, liquidated or
        unliquidated;

      


      (ii) litigation
        to which Seller is a party or subject to, or arising from or related to any
        litigation relating to any events, occurrences or facts connected to Seller,
        the
        Acquired Assets, or Seller's operation of the Acquired Assets, or to which
        Seller is a party or subject;

      


      (iii) claims
        by
        employees, former employees or retirees of Seller, including without limitation,
        those relating to terms or conditions of employment policies, practices,
        compensation, medical benefits, benefit or welfare plans or any other
        employment-related obligation;

      


      (iv) personal
        injury, product liability or property damage claims whether arising by
        negligence, strict liability or otherwise, for any products manufactured,
        fabricated, made, distributed or sold by Seller, or any Inventory, Other
        Inventory or Other Raw Materials;

      


      (v) any
        compensation or benefits claims (including, without limitation, pension,
        profit-sharing or vacation benefits) for services rendered for Seller;
        or

      


      (vi) Seller's
        compliance with any applicable laws, rules, regulations, ordinances or orders
        of
        federal, state or local laws, the conduct of Seller's operations, the Acquired
        Assets, including, without limitation, all applicable environmental, health
        and
        safety matters, except that Seller shall not be liable for FCC compliance
        testing for the DH30 product except as set forth in the Transition Plan in
        Schedule
        5.

      


      (The
        foregoing are collectively referred to as the “Excluded
        Liabilities”).

      


      (d) Purchase
        Price.
        At the
        Closing (defined below), Buyer agrees to pay to Seller the sum of One Million
        Three Hundred Thousand Dollars ($1,300,000) (the “Purchase
        Price”)
        for
        the Acquired Assets, payable in immediately available funds deposited to
        such
        bank account as Seller shall designate to Buyer in writing not less than
        three
        (3) business days prior to the Closing 


      
        
          
          

        

        
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      Date.
        The
        amount stated as the Purchase Price does not include the additional amount
        to be
        paid by Buyer for Other Raw Materials and Other Inventory, which amount shall
        be
        allocated to inventory.

      


      (e) The
        Closing.
        Subject
        to and after fulfillment of or waiver of the conditions set forth in §7 of this
        Agreement, the closing of the transactions contemplated by this Agreement
        (the
“Closing”)
        shall
        take place on a date selected by Buyer within five (5) days following the
        satisfaction or waiver of all conditions to the obligations of the Parties
        to
        consummate the transactions contemplated hereby (other than conditions with
        respect to actions the respective Parties will take at the Closing itself),
        or
        such other date as the Parties may mutually determine (the “Closing
        Date”)
        through the mutual exchange of documents by overnight mail and telecopy,
        or such
        other manner as the parties may otherwise agree. 

      


      (f) Deliveries
        at the Closing.
        At the
        Closing, (i) Seller will deliver to Buyer: (A) a bill of sale conveying to
        Buyer
        the Acquired Assets, duly executed by Seller in substantially the form attached
        hereto as Exhibit
        B
        (the
“Bill of Sale”); (B) termination statements, as prescribed by the Uniform
        Commercial Code as in effect in the State of Utah, or other evidence of release
        satisfactory to Buyer, in any case duly prepared and properly executed, by
        each
        Person that has a security interest in or a Lien against any of the Acquired
        Assets; (C) such other documents, instruments and certificates as Buyer may
        reasonably request in connection with the transactions contemplated by this
        Agreement; and (D) the immediate possession of the Acquired Assets, except
        as
        may otherwise be provided in the Transition Plan, in which case delivery
        of
        possession shall made in accordance with the Transition Plan; and (ii) Buyer
        will deliver to Seller the Purchase Price.

      


      (g) Sales,
        Transfer, and Use Taxes.
        Seller
        shall be responsible for paying any transfer taxes arising from the transactions
        contemplated by this Agreement, and the Buyer shall be responsible for paying
        any sales and use taxes resulting from the sale of the Acquired Assets and/or
        any other transaction contemplated by this Agreement.

      


      (h) Allocation.
        The
        Parties agree to allocate the Purchase Price (and all other capitalizable
        costs)
        among the Acquired Assets for all purposes (including financial accounting
        and
        tax purposes) in accordance with the Allocation Schedule attached hereto
        as
Exhibit
        C.
        The
        Parties acknowledge that such allocation was determined by arm's length
        negotiation, and that no Party will take a position on any Tax return, before
        any governmental agency charged with collection of any Tax, or in any action
        that is inconsistent with Exhibit C, without the prior written consent of
        the
        other Party. Both parties agree to file identical Form 8594 with their
        respective corporate tax returns for the year in which the sale of the Acquired
        Assets pursuant to this Agreement occurs.

      


      (i) Other
        Raw Materials and Other Inventory.
        At
        Closing, in addition to the Inventory constituting a portion of the Acquired
        Assets, Buyer agrees to purchase the Other Raw Materials and Other Inventory
        identified in Exhibit
        D2
        attached
        hereto at the pricing set forth therein, all of which shall be delivered
        to
        Buyer in accordance with the Transition Plan and in the amounts as reduced
        by
        those amounts used during the Transition Period. 

      


      3. Representations
        and Warranties of Seller.
        Seller
        represents and warrants to Buyer that the statements contained in this §3 are
        true, correct and complete as of the date of this 


      
        
          
          

        

        
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      Agreement,
        and will be true, correct and complete as of the Closing Date (as though
        made
        then and as though the Closing Date were substituted for the date of this
        Agreement throughout this §3), except as set forth in Seller disclosure schedule
        accompanying this Agreement (the “Seller’s Disclosure Schedule”). The Seller’s
        Disclosure Schedule will be arranged corresponding to the lettered and numbered
        paragraphs contained in this §3.

      


      (a) Organization
        of Seller.
        Seller
        is a corporation duly organized, validly existing, and in good standing under
        the laws of the State of Utah, with full power and authority to own or lease
        its
        properties and conduct its business in the manner and the place where such
        properties are owned or leased or such business is conducted. 

      


      (b) Authorization
        of Transaction.
        Seller
        has full power and authority (including full corporate power and authority)
        to
        execute and deliver this Agreement and to perform its obligations hereunder.
        Seller is not required to obtain approval from Seller’s Board of Directors in
        order to enter into this Agreement. This Agreement constitutes the valid
        and
        legally binding obligation of Seller, enforceable in accordance with its
        terms
        and conditions, except
        as
        the same may be limited by applicable bankruptcy, insolvency, reorganization,
        moratorium or similar laws affecting the enforcement of creditors’ rights
        generally and general equitable principles regardless of whether such
        enforceability is considered in a proceeding at law or in
        equity.

      


      (c) Non-contravention.
        Except
        as set forth in the Seller’s Disclosure Schedule, neither the execution and the
        delivery of this Agreement, nor the consummation of the transactions
        contemplated hereby (including the assignments referred to in §2 above), will:
        (i) violate any statute, regulation, rule, injunction, judgment, order, decree,
        ruling, charge, or other restriction of any government, governmental agency,
        or
        court to which Seller or the Acquired Assets are subject or any provision
        of the
        charter, organizational documents or bylaws of any of Seller; or (ii) violate,
        conflict with, result in a breach of, constitute a default under, result
        in the
        acceleration of, create in any party the right to accelerate, terminate,
        modify,
        or cancel, or require any notice under any agreement, contract, license,
        instrument, or other arrangement to which Seller is a party or by which it
        is
        bound or to which any of the Acquired Assets is subject or result in the
        imposition of any Lien upon any of the Acquired Assets.

      


      (d) Consents.
        No
        consent, approval or authorization of, or declaration, filing or registration
        with any Person (including, without limitation, any governmental or regulatory
        authority pursuant to any other state or federal regulation) is required
        in
        connection with the execution and delivery by Seller of this Agreement or
        the
        performance by Seller of its obligations hereunder, except as listed in the
        Disclosure Schedule.

      


      (e) Financial
        Data.
        Schedule
        3(e)
        of the
        Seller’s Disclosure Schedule describes the data provided by Seller to Buyer
        relating to Seller’s sales of the Acquired Assets.

      


      (f) Intellectual
        Property.
        The
        Disclosure Schedule identifies each registered Intellectual Property right
        (or
        pending application therefore), whether patent, trademark, or otherwise,
        that
        has been issued to Seller in connection with the Acquired Assets, and identifies
        each material license, agreement, or other permission which Seller has obtained
        or granted to any third 


      
        
          
          

        

        
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      party
        with respect to any of its Intellectual Property forming a part of, or
        incorporated in, the Acquired Assets. Except
        as
        set forth
        on the
        Disclosure Schedule, Seller has full legal right, title and interest
in
        the
        Intellectual Property
        and has
        not granted any rights in or to the same to any third party. To Seller's
        knowledge, (i) Seller's use of the Acquired Assets has not and does not infringe
        or misappropriate any Intellectual Property rights held or asserted by any
        Person, (ii) no Person is infringing on the Intellectual Property in the
        Acquired Assets, (iii) no payments are required for the continued use of
        the
        Acquired Assets, and (iv) none of the Acquired Assets has ever been declared
        invalid or unenforceable, or is the subject of any pending or threatened
        action
        for opposition, cancellation, declaration, infringement, or invalidity,
        unenforceability or misappropriation or like claim, action or
        proceeding.

      


      (g) Compliance
        with Laws.
        To
        Seller’s knowledge, Seller has received no notice of any claim by any
        governmental authority that Seller is in material violation of any provision
        of
        any such laws, rules or regulations relating to the use, possession or ownership
        of the Acquired Assets; and, to Seller’s knowledge, Seller has materially
        complied and is in material compliance with all such laws, rules and regulations
        where non-compliance would have a Material Adverse Effect. To the knowledge
        of
        Seller, no such violation claim, or investigation is threatened or pending
        in
        respect of the Acquired Assets. 

      


      (h) Insurance.
        All
        insurance policies owned or held by Seller which cover the Acquired Assets
        are
        in full force and effect, all premiums with respect thereto have been paid
        to
        the extent due, no notice of cancellation or termination has been received
        with
        respect to any such policy (other than those policies which Seller has replaced
        or intends to replace prior to the expiration thereof by policies providing
        substantially the same types and amounts of coverage), and no claim is currently
        reserved under any such policy. Seller insurance includes liability and products
        liability policies covering the Acquired Assets.

      


      (i) Good
        Title, Adequacy and Condition.
        Seller
        has, and at the Closing Date will have, good and marketable title to the
        Acquired Assets with full power to sell, transfer and assign the same free
        and
        clear of any Lien, and by delivery of the Bill of Sale as contemplated by
§2(f),
        Seller will deliver to Buyer at Closing title to such Acquired Assets free
        and
        clear of any Lien. The equipment included in the Acquired Assets is in good
        operating condition, normal wear and tear excepted, and has been maintained
        in
        accordance with all applicable specifications and warranties. Seller has
        no
        knowledge of any material defects in the equipment included in the Acquired
        Assets.

      


      (j) Licenses
        and Permits.
        To
        Seller’s knowledge, Seller possesses all licenses and required governmental or
        official approvals, permits or authorizations (collectively, the “Permits”)
        relating to the Acquired Assets, and the Disclosure Schedule sets forth a
        complete list of all such Permits. To Seller’s knowledge, all such Permits are
        valid and in full force and effect, Seller is in material compliance with
        the
        respective requirements thereof, except as set forth on Schedule 3(j), and
        no
        proceeding is pending or threatened to revoke or amend any of them.

      


      (k) Brokers'
        Fees.
        Seller
        has no liability or obligation to pay any fees or commissions to any broker,
        finder, or agent with respect to the transactions contemplated by this Agreement
        for which Buyer could become liable or obligated.


      
        
          
          

        

        
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      4. Representations
        and Warranties of Buyer.
        Buyer
        represents and warrants to Seller that the statements contained in this §4 are
        true, correct and complete as of the date of this Agreement and will be true,
        correct and complete as of the Closing Date (as though made then and as though
        the Closing Date were substituted for the date of this Agreement throughout
        this
§4), as except as set forth in Buyer disclosure schedule accompanying this
        Agreement (“Buyer’s Disclosure Schedule”). Buyer‘s Disclosure Schedule will be
        arranged corresponding to the lettered and numbered paragraphs contained
        in this
§4.

      


      (a) Organization
        of Buyer.
        Buyer
        is a corporation duly organized, validly existing, and in good standing under
        the laws of the Commonwealth of Massachusetts.

      


      (b) Authorization
        of Transaction.
        Buyer
        has full power and authority (including full corporate power and authority)
        to
        execute and deliver this Agreement and to perform its obligations hereunder.
        This Agreement constitutes the valid and legally binding obligation of Buyer,
        enforceable in accordance with its terms and conditions, except as the same
        may
        be limited by applicable bankruptcy, insolvency, reorganization, moratorium
        or
        similar laws affecting the enforcement of creditors’ rights generally and
        general equitable principles regardless of whether such enforceability is
        considered in a proceeding at law or in equity. 

      


      (c) Non-contravention.
        Neither
        the execution and the delivery of this Agreement, nor the consummation of
        the
        transactions contemplated hereby will: violate any statute, regulation, rule,
        injunction, judgment, order, decree, ruling, charge, or other restriction
        of any
        government, governmental agency, or court to which Buyer is subject or any
        provision of the charter, organizational documents or bylaws of any of Buyer;
        or
        violate, conflict with, result in a breach of, constitute a default under,
        result in the acceleration of, create in any party the right to accelerate,
        terminate, modify, or cancel, or require any notice under any agreement,
        contract, license, instrument, or other arrangement to which Buyer is a party
        or
        by which it is bound.

      


      (d) Consents.
        No
        consent, approval or authorization of, or declaration, filing or registration
        with any Person (including, without limitation, any governmental or regulatory
        authority pursuant to any other state or federal regulation) is required
        in
        connection with the execution and delivery by Buyer of this Agreement or
        the
        performance by Buyer of its obligations hereunder, except as listed in the
        Buyer’s Disclosure Schedule.

      


      (e) Brokers'
        Fees.
        Buyer
        has no liability or obligation to pay any fees or commissions to any broker,
        finder, or agent with respect to the transactions contemplated by this Agreement
        for which Seller could become liable or obligated. 

      


      5. Pre-Closing
        Covenants.
        The
        Parties agree as follows with respect to the period between the execution
        of
        this Agreement and the Closing:

      


      (a) General.
        Each of
        the Parties will use its reasonable best efforts to take all action and to
        do
        all things necessary, proper, or advisable in order to consummate and make
        effective the transactions contemplated by this Agreement (including
        satisfaction, but not waiver, 


      
        
          
          

        

        
          9

          
          

        

        
          
          

        

      


      of
        the
        closing conditions set forth in §7 below). Between the date hereof and the
        Closing, Seller will comply with the following covenants:

      


      (i) Seller
        will maintain in full force and effect its present insurance policies with
        respect to the Acquired Assets, and will not knowingly take any action which
        would enable the insurers thereunder to avoid liabilities for claims arising
        out
        of occurrences prior to the date of Closing.

      


      (ii) Seller
        will duly observe and conform to the lawful requirements of any governmental
        authorities relating to any of the Acquired Assets and the covenants, terms
        and
        conditions upon or under which any of the Acquired Assets are held, provided
        that, with respect to the FCC compliance testing for the DH30, duly observe
        and
        conform shall mean fulfilling those obligations set forth in paragraph 8
        of the
        Transition Plan in Schedule
        5.

      


      (iii) Seller
        will cooperate with Buyer in Buyer’s efforts to obtain any and all approvals and
        consents, governmental or otherwise, and provide all notices which are necessary
        for the consummation of the transactions contemplated by this Agreement in
        accordance with its terms. 

      


      (iv) Seller
        shall not enter into any contract, commitment or transaction binding on or
        affecting the Acquired Assets that is not in the usual and ordinary course
        of
        business or that would obligate Buyer without first obtaining Buyer's prior
        written authorization.

      


      (b) Notice
        of Developments.
        Each
        party shall notify the other of any development causing a breach of any of
        its
        representations and warranties in §3 or §4, above. 

      


      6. Post-Closing
        Covenants.
        The
        Parties agree as follows with respect to the period following the
        Closing:

      


      (a) Further
        Assurances.
        At any
        time and from time to time whether before or after the Closing Date, each
        Party
        shall execute and deliver any further instruments and/or documents and take
        all
        further action as the other Party may reasonably request in order to consummate
        this Agreement.

      


      (b) Seller’s
        Liabilities.
        Seller
        will pay, and will be solely responsible for all debts, liabilities, and
        obligations relating to or arising from the Excluded Liabilities, provided
        however, Buyer, not Seller, shall assume Customer Warranties.

      


      (c) Buyer’s
        Liabilities.
        Buyer,
        subject to the limitations of §2(c) above, will be responsible for: (i) all
        debts, liabilities and obligations arising after the Closing Date that relate
        to
        product liability or claims for defective products or other claims for Products
        manufactured and sold by Buyer; (ii) all Customer Warranties for the Products,
        including Products produced or sold by Seller prior to the Closing Date;
        and
        (iii) technical support obligations arising after the Closing with



      
        
          
          

        

        
          10

          
          

        

        
          
          

        

      


      respect
        to Products sold by either Seller or Buyer and not otherwise explicitly agreed
        to by Seller as set forth in §6(d) below. (The foregoing are collectively
        referred to as the “Assumed Liabilities”).

      


      (d) Additional
        Support.
        In
        order to complete the transfer of the Acquired Assets, Seller agrees and
        covenants to provide Buyer the following assistance after the Closing for
        the
        time periods indicated or as otherwise indicated in the Transition Plan.
        Buyer
        agrees to assume those obligations with respect to FCC compliance testing
        and
        certification for the DH30, as set forth in the Transition Plan.

      


      (i) Training.
        Without
        charge, Seller agrees to provide Buyer up to one (1) business day (8 hours)
        of
        training to Buyer's designated personnel at Seller's facilities in the areas
        of
        manufacturing, technical support and marketing, including training on the
        workings of the Object Code licensed to Buyer under the Software License
        Agreement at a mutually agreeable time and date, and to provide an additional
        business day (8 hours) of such training to Buyer’s technical support personnel
        at a mutually agreeable time and date.

      


      (ii) Telephone
        and E-mail Assistance.
        During
        the sixty (60) days following Closing, without charge Seller will make available
        its technical, marketing, and manufacturing employees to Buyer's personnel
        as
        reasonably requested for telephone and/or e-mail consultation regarding the
        Products and sales related issues during normal business hours. 

      


      (iii) Engineering
        Assistance.
        Seller
        will provide forty (40) hours of engineering assistance without charge in
        connection with the transition of the manufacturing process for the Products.
        Additional engineering assistance will be provided by Seller as requested
        by
        Buyer at $150 per hour for the next additional forty (40) hours of engineering
        assistance and $200 per hour for the following forty (40) hours. 

      


      (iv) Warranty
        Assistance.
        All of
        the foregoing shall be in addition to any assistance that is reasonably
        requested by Buyer to meet the warranty obligations described in §6(c) of this
        Agreement, which Seller will provide to Buyer without charge. 

      


      (v) Sales
        Support.
        For a
        period of twelve (12) months after the Closing, in response to all customer
        inquiries with regard to the Products, Seller agrees to provide Buyer’s contact
        information, including the names of certain individuals, addresses, and phone
        numbers identified to Seller by Buyer in writing, and to request customer
        contact information and submit to Buyer.

      


      (e) Confidential
        Information.
        

      


      (i) Each
        Party will treat and hold as such all of the Confidential Information received
        from the other Party, and refrain from using any of the 


      
        
          
          

        

        
          11

          
          

        

        
          
          

        

      


      Confidential
        Information except in connection with this Agreement, and deliver promptly
        to
        the disclosing Party (meaning the party originally disclosing the Confidential
        Information to the other Party and, additionally, Buyer's Confidential
        Information shall include any Confidential Information of Seller assigned
        to
        Buyer pursuant to this Agreement, in which case Buyer shall be deemed the
        disclosing party) or destroy, at the request and option of the disclosing
        Party,
        all tangible embodiments (and all copies) of the Confidential Information
        which
        are in its possession.

      


      (ii) Notwithstanding
        anything to the contrary contained herein, any Confidential Information of
        Seller relating exclusively to the Acquired Assets and transferred to Buyer
        as
        part of the Acquired Assets pursuant to this Agreement shall be deemed to
        be
        Confidential Information of Buyer at Closing for purposes of the confidentiality
        obligations of the parties under this Agreement.

      


      (iii) In
        the
        event that a Party is requested or required (by oral question or request
        for
        information or documents in any legal proceeding, interrogatory, subpoena,
        civil
        investigative demand, or similar process) to disclose any Confidential
        Information of the other Party, the non-disclosing Party will notify the
        disclosing Party promptly of the request or requirement so that the disclosing
        Party may seek an appropriate protective order or waive compliance with the
        provisions of this §6(e). If, in the absence of a protective order or the
        receipt of a waiver hereunder, the non-disclosing Party is, on the advice
        of
        counsel, compelled to disclose any Confidential Information to any tribunal
        or
        else stand liable for contempt, the non-disclosing Party may disclose the
        Confidential Information to the tribunal; provided,
        however,
        that
        the non-disclosing Party shall use its reasonable efforts to obtain, at the
        reasonable request of the disclosing Party, an order or other assurance that
        confidential treatment will be accorded to such portion of the Confidential
        Information required to be disclosed as the non-disclosing Party shall
        designate.

      


      (iv) Upon
        the
        Closing Date, that certain Mutual Confidentiality and Non-Disclosure Agreement,
        dated January 17, 2002, shall terminate. 

      


      (v) The
        parties’ obligations of confidentiality under this Agreement shall not be
        construed to limit Buyer’s right to independently develop or acquire products
        without use of the Seller’s Confidential Information. Further, except as
        otherwise provided herein, Buyer shall be free to use, in accordance with
        the
        limitations set forth in Section 10(b), the Residuals resulting from Seller’s
        disclosure of or Buyer’s work with such Confidential Information, provided that
        such party shall otherwise maintain the Residuals as Confidential Information
        hereunder. Buyer shall not have any obligation to limit or restrict the
        assignment of its persons or to pay obligation to limit or restrict the



      
        
          
          

        

        
          12

          
          

        

        
          
          

        

      


      assignment
        of its persons or to pay royalties for any work resulting from the use of
        Residuals.

      


      (f) Manufacturing.
        The
        Parties acknowledge and agree that, concurrently herewith, they are entering
        into a Manufacturing and Exclusive Distribution Agreement, substantially
        in the
        form of Exhibit
        E
        attached
        hereto and incorporated herein by reference, providing for the manufacture
        by
        Seller for Buyer of the TS-612 Product, as defined therein on and subject
        to the
        terms and conditions set forth therein

      


      7. Conditions
        to Obligation to Close.

      


      (a) Conditions
        to Obligation of Buyer.
        The
        obligation of Buyer to consummate the transactions to be performed by it
        in
        connection with the Closing is subject to satisfaction of the following
        conditions:

      


      (i) the
        representations and warranties set forth in §3 above shall be true and correct
        in all material respects at and as of the Closing Date with the same force
        and
        effect as though made as and at such time, except that the Parties agree
        that
        the non-compliance of the DH30 with FCC certification requirements is not
        material for purposes of this §7;

      


      (ii) Seller
        shall have performed and complied with all of its covenants hereunder in
        all
        material respects through the Closing; and Seller shall have delivered to
        Buyer
        the documents required under §2(f);

      


      (iii) there
        shall not be any injunction, judgment, order, decree, ruling, or charge in
        effect preventing consummation of any of the transactions contemplated by
        this
        Agreement;

      


      (iv) the
        Parties shall have entered into those agreements and Seller shall have delivered
        those documents in form and substance substantially as set forth in Exhibit
        A
        and
Exhibit
        E,
        and the
        same shall be in full force and effect;

      


      (v) all
        actions to be taken by Seller in connection with consummation of the
        transactions contemplated hereby and all certificates, instruments, and other
        documents required to effect the transactions contemplated hereby will be
        reasonably satisfactory in form and substance to Buyer; and

      


      (vi) there
        shall not be pending or threatened any action or proceeding by or before
        any
        court or other governmental body which shall seek to restrain, prohibit,
        invalidate or collect damages arising out of the transactions contemplated
        hereby, and which, in the judgment of Buyer, makes it inadvisable to proceed
        with the transactions contemplated hereby.


      
        
          
          

        

        
          13

          
          

        

        
          
          

        

      


      Buyer
        may
        waive any condition specified in this §7(a) if it executes a writing so stating
        at or prior to the Closing.

      


      (b) Conditions
        to Obligation of Seller.
        The
        obligation of Seller to consummate the transactions to be performed by it
        in
        connection with the Closing is subject to satisfaction of the following
        conditions: 

      


      (i) the
        representations and warranties set forth in §4 above shall be true and correct
        in all material respects at and as of the Closing Date; 

      


      (ii) Buyer
        shall have performed and complied with all of its covenants hereunder in
        all
        material respects through the Closing; 

      


      (iii) there
        shall not be any injunction, judgment, order, decree, ruling, or charge in
        effect preventing consummation of any of the transactions contemplated by
        this
        Agreement;

      


      (iv) the
        Parties shall have entered into agreements in form and substance substantially
        as set forth in Exhibit
        A
        and
Exhibit
        E
        and the
        same shall be in full force and effect; 

      


      (v) all
        actions to be taken by Buyer in connection with consummation of the transactions
        contemplated hereby and all certificates, instruments, and other documents
        required to effect the transactions contemplated hereby will be reasonably
        satisfactory in form and substance to Seller; and

      


      (vi) there
        shall not be pending or threatened any action or proceeding by or before
        any
        court or other governmental body which shall seek to restrain, prohibit,
        invalidate or collect damages arising out of the transactions contemplated
        hereby, and which, in the judgment of Seller, makes it inadvisable to proceed
        with the transactions contemplated hereby.

      


      Seller
        may waive any condition specified in this §7(b) if it executes a writing so
        stating at or prior to the Closing. 

      8. Remedies
        for Breaches of this Agreement.

      


      (a) Survival
        of Representations and Warranties.
        All of
        the representations and warranties of Seller and Buyer contained in §3 and §4 of
        this Agreement shall survive the Closing (unless Buyer knew or had reason
        to
        know of any misrepresentation or breach of warranty at the time of Closing)
        and
        continue in full force and effect for a period of one (1) year except that
        the
        representations and warranties made by Seller with the first sentence of
§3(i)
        with respect to good and marketable title shall be in full force and effect
        for
        a period of three (3) years, provided that any claims made pursuant to any
        representations and warranties must be within such survival period and the
        notice procedures in pursuant to §11(g) below.


      
        
          
          

        

        
          14

          
          

        

        
          
          

        

      


      (b) Indemnification
        Provisions for Benefit of Buyer.

      


      In
        the
        event Seller breaches any of its representations or warranties contained
        in §3,
        subject to the limitations and notice requirements in §8(a) above, or any of its
        covenants contained in this Agreement, then Seller agrees to indemnify Buyer
        from and against the entirety of any damages Buyer shall suffer through and
        after the date of the claim for indemnification (but excluding
        any
        damages the Buyer shall suffer after the end of any applicable survival period)
        caused by the breach. Notwithstanding the foregoing, Seller shall have no
        obligation to indemnify Buyer until Buyer has suffered damages by reason
        of all
        such breaches in excess of $25,000, in the aggregate, and then, only to the
        extent the damages which Buyer has suffered by reason of all such breaches
        is
        less than or equal to $1,000,000 (after which point Seller will have no
        obligation to indemnify Buyer from and against further such damages). In
        all
        circumstances, Seller’s indemnification obligation under this §8(b) of this
        Agreement shall not exceed $1,000,000. 

      


      (c) Indemnification
        Provisions for Benefit of Seller.
        

      


      In
        the
        event Buyer breaches any of its representations or warranties contained in
§4,
        subject to the limitations and notice requirements in §8(a) above, or any of its
        covenants contained in this Agreement, then Buyer agrees to indemnify Seller
        from and against the entirety of any damages Seller shall suffer through
        and
        after the date of the claim for indemnification (but excluding
        any
        damages Seller shall suffer after the end of any applicable survival period)
        caused proximately by the breach. Notwithstanding the foregoing, Buyer shall
        have no obligation to indemnify Seller until Seller has suffered damages
        by
        reason of all such breaches in excess of $25,000.00, in the aggregate, and
        then,
        only to the extent the damages which Seller has suffered by reason of all
        such
        breaches is less than or equal to $1,000,000.00 (after which point Buyer
        will
        have no obligation to indemnify Seller from and against further such damages).
        In all circumstances, Buyer’s indemnification obligation under this §8(c) of
        this Agreement shall not exceed $1,000,000.00.

      


      (d) Matters
        Involving Third Parties.

      


      (i) If
        any
        third party shall notify any Party (the “Indemnified
        Party”)
        with
        respect to any matter (a “Third
        Party Claim”)
        which
        may give rise to a claim for indemnification against the other Party (the
        “Indemnifying
        Party”)
        under
        this §8, then the Indemnified Party shall promptly (and in any event within five
        business days after receiving notice of the Third Party Claim) notify the
        Indemnifying Party thereof in writing. 

      


      (ii) The
        Indemnifying Party will have the right at any time to assume and thereafter
        conduct the defense of the Third Party Claim with counsel of its



      
        
          
          

        

        
          15

          
          

        

        
          
          

        

      


      choice;
        provided,
        however,
        that
        the Indemnifying Party will not consent to the entry of any judgment or enter
        into any settlement with respect to the Third Party Claim without the prior
        written consent of the Indemnified Party (not to be withheld unreasonably)
        unless the judgment or proposed settlement involves only the payment of money
        damages and does not impose an injunction or other equitable relief upon
        the
        Indemnified Party. 

      


      (iii) Unless
        and until the Indemnifying Party assumes the defense of the Third Party Claim
        as
        provided in §8(d)(ii) above, the Indemnified Party may defend against the Third
        Party Claim in any manner it reasonably may deem appropriate. 

      


      (iv) In
        no
        event will the Indemnified Party consent to the entry of any judgment or
        enter
        into any settlement with respect to the Third Party Claim without the prior
        written consent of the Indemnifying Party. 

      


      (e) Exclusive
        Remedy.
        Buyer
        and Seller acknowledge and agree that the foregoing indemnification provisions
        in this §8 shall be the exclusive remedy of Buyer and Seller with respect to the
        transactions contemplated by this Agreement. 

      


      9. Termination.

      


      (a) Termination
        of Agreement.
        The
        Parties may terminate this Agreement as provided below: 

      


      (i) Buyer
        and
        Seller may terminate this Agreement by mutual written consent at any time
        prior
        to the Closing; 

      


      (ii) Buyer
        may
        terminate this Agreement by giving written notice to Seller at any time prior
        to
        the Closing (A) in the event Seller has breached any material representation,
        warranty, or covenant contained in this Agreement in any material respect,
        and
        Buyer has notified Seller of the breach, and the breach has continued without
        cure for a period of fifteen (15) days after the notice of breach, or (B)
        if the
        Closing shall not have occurred on or before August 31, 2002, by reason of
        the
        failure of any condition precedent under §7(a) hereof (unless the failure
        results primarily from Buyer itself breaching any representation, warranty,
        or
        covenant contained in this Agreement); and 

      


      (iii) Seller
        may terminate this Agreement by giving written notice to Buyer at any time
        prior
        to the Closing (A) in the event Buyer has breached any material representation,
        warranty, or covenant contained in this Agreement in any material respect,
        and
        Seller has notified Buyer of the breach, and the breach has continued without
        cure for a period of fifteen (15) days after the notice of breach, or (B)
        if the
        Closing shall not have occurred on or before August 31, 2002, by reason of
        the
        failure of any condition precedent under 


      
        
          
          

        

        
          16

          
          

        

        
          
          

        

      


      §7(b)
        hereof (unless the failure results primarily from Seller itself breaching
        any
        representation, warranty, or covenant contained in this Agreement).


      


      (b) Effect
        of Termination.
        If any
        Party terminates this Agreement pursuant to §9(a) above, all rights and
        obligations of the Parties hereunder shall terminate without any liability
        of
        any Party to the other Party (except for any liability of any Party then
        in
        breach); provided,
        however,
        that the
        confidentiality provisions of §6(e) and the indemnification provisions of §8
        shall survive termination. 

      


      10. Restrictive
        Covenants.
        

      


      (a) The
        Seller shall not, for a period of five (5) years following the Closing, engage
        in the business of designing, developing, manufacturing (except as provided
        in
        the Manufacturing Agreement) or marketing the Products and/or Digital Hybrid
        products for use in the Studio Environment, provided however, that the
        beneficial ownership of less than five percent (5%) of any class of securities
        of any entity having a class of equity securities actively traded on a national
        securities exchange or over-the-counter market shall not be deemed, in and
        of
        itself, to violate the prohibitions of this §10(a). 

      


      (b) The
        Buyer
        shall not, for a period of five (5) years following the Closing, engage in
        the
        business of designing, developing, manufacturing, or marketing the Products
        or
        Digital Hybrid products for use in the Audio and Video Conferencing Environment,
        provided that the beneficial ownership of less than five percent (5%) of
        any
        class of securities of any entity having a class of equity securities actively
        traded on a national securities exchange or over-the-counter market shall
        not be
        deemed, in and of itself, to violate the prohibitions of this
§10(b).

      


      (c) The
        Buyer
        and the Seller agree and acknowledge that the restrictions contained in this
§10
        are reasonable in scope and duration, and are necessary to protect the Buyer
        and
        the Seller, and are material inducement for the Buyer and the Seller to enter
        into this Agreement. The Buyer and the Seller agree and acknowledge that
        any
        breach of this §10 will cause irreparable injury to the other party and upon any
        breach or threatened breach of any provision of this §10, the Buyer and the
        Seller shall be entitled to injunctive relief, specific performance or other
        equitable relief, without the necessity of posting bond; provided, however,
        that
        this shall in no way limit any other remedies which the Buyer or the Seller
        may
        have as a result of such breach, including the right to seek monetary damages.
        The Buyer and the Seller hereby agree that either party may assign, without
        limitation and without the other party’s consent, the foregoing restrictive
        covenants to any successor to its business. 

      


      11. Miscellaneous.

      


      (a) Press
        Releases and Public Announcements.
        No
        Party shall issue any press release or make any public announcement relating
        to
        the subject matter of this Agreement without the prior written approval of
        the
        other Party; provided,
        however,
        that
        any Party may make any public disclosure it believes in good faith is required
        by applicable law or any listing or trading agreement


      
        
          
          

        

        
          17

          
          

        

        
          
          

        

      


      concerning
        its publicly-traded securities (in which case the disclosing Party will use
        its
        reasonable best efforts to advise the other Party prior to making the
        disclosure).

      


      (b) No
        Third-Party Beneficiaries.
        This
        Agreement shall not confer any rights or remedies upon any Person other than
        the
        Parties and their respective successors and permitted assigns.

      


      (c) Entire
        Agreement.
        This
        Agreement (including the documents referred to herein) constitutes the entire
        agreement between the Parties and supersedes any prior understandings,
        agreements, or representations by or between the Parties, written or oral,
        to
        the extent they relate in any way to the subject matter hereof. The exhibits
        and
        schedules constitute a part hereof as though set forth in full above. This
        Agreement is not intended to confer upon any Person, other than the parties
        hereto, any rights or remedies hereunder.

      


      (d) Succession
        and Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the Parties named
        herein and their respective successors and permitted assigns. Seller may
        not
        assign either this Agreement or any of its rights, interests, or obligations
        hereunder without the prior written approval of Buyer. 

      


      (e) Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which together will constitute one and the
        same
        instrument. A telecopy signature of any party shall be considered to have
        the
        same binding legal effect as an original signature.

      


      (f) Headings.
        The
        section headings contained in this Agreement are inserted for convenience
        only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.

      


      (g) Notices.
        All
        notices, requests, demands, claims, and other communications hereunder will
        be
        in writing. Any notice, request, demand, claim, or other communication hereunder
        shall be deemed duly given if it is sent via telefax or overnight courier
        (and
        shall be deemed given on the date of dispatch), and addressed to the intended
        recipient as set forth below: 

      


      If
        to
        Seller: 

      ClearOne
        Communications, Inc.

      1825
        Research Way

      Salt
        Lake
        City, UT 84119

      Telefax: (801)
        974-3742

      Attention: Randall
        J. Wichinski

      If
        to
        Buyer: 

      Comrex
        Corporation

      19
        Pine
        Road

      Devens,
        MA 04132

      Telefax: (978)
        784-1717

      Attention: Lynn
        Distler


      
        
          
          

        

        
          18

          
          

        

        
          
          

        

      


      with
        a copy to:

      


      Geoffrey
        C. Cheney, Esq.

      Akerman,
        Senterfitt & Eidson, P.A.

      One
        S.E.
        Third Avenue, Suite 2800

      Miami,
        FL
        33131

      


      Any
        Party
        may send any notice, request, demand, claim, or other communication hereunder
        to
        the intended recipient at the address set forth above using any other means
        (including personal delivery, messenger service, ordinary mail, or electronic
        mail); but no such notice, request, demand, claim, or other communication
        shall
        be deemed to have been duly given unless and until it actually is received
        by
        the intended recipient. Any Party may change the address to which notices,
        requests, demands, claims, and other communications hereunder are to be
        delivered by giving the other Party notice in the manner herein set
        forth.

      


      (h) Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Utah without giving effect to any choice or conflict of law provision
        or rule thereof.

      


      (i) Dispute
        Resolution.
        Any
        dispute arising out of the interpretation and effect of this Agreement or
        alleged breaches thereof, shall be fully and finally settled first, by good
        faith negotiation for a period of ten (10) days, and if unsuccessful, then
        by
        mediation, and if unsuccessful within thirty (30) days of the commencement
        thereof, then by arbitration in accordance with the applicable rules of the
        American Arbitration Association then in effect, by one (1) Arbitra-tor
        appointed in accordance with such Rules, with the arbitration to take place
        at
        Chicago, Illinois. Judgment of the arbitrator may be entered in any court
        having
        jurisdiction over the Party against whom the judgment is rendered. 

      


      (j) Interpretation.
        When a
        reference is made in this Agreement to an article, section, subsection,
        paragraph, clause, schedule or exhibit, such reference shall be deemed to
        be to
        this Agreement unless otherwise indicated. The headings contained herein
        and on
        the schedules are for reference purposes only and shall not affect in any
        way
        the meaning or interpretation of this Agreement or the schedules. Whenever
        the
        words “include,”“includes” or “including” are used in this Agreement, they shall
        be deemed to be followed by the words “without limitation.” Time shall be of the
        essence in this Agreement.

      


      (k) Amendments
        and Waivers.
        No
        amendment of any provision of this Agreement shall be valid unless the same
        shall be in writing and signed by Buyer and Seller. No waiver by any Party
        of
        any default, misrepresentation, or breach of warranty or covenant hereunder,
        whether intentional or not, shall be deemed to extend to any prior or subsequent
        default, misrepresentation, or breach of warranty or covenant hereunder or
        affect in any way any rights arising by virtue of any prior or subsequent
        such
        occurrence. 

      


      (l) Severability.
        Any
        term or provision of this Agreement that is invalid or unenforceable in any
        situation in any jurisdiction shall not affect the validity or enforceability
        of
        the


      
        
          
          

        

        
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      remaining
        terms and provisions hereof or the validity or enforceability of the offending
        term or provision in any other situation or in any other jurisdiction.


      


      (m) Expenses.
        Each of
        Buyer and Seller will bear its own costs and expenses (including legal fees
        and
        expenses) incurred in connection with this Agreement and the transactions
        contemplated hereby.

      


      12. Construction.
        The
        Parties have participated jointly in the negotiation and drafting of this
        Agreement. In the event an ambiguity or question of intent or interpretation
        arises, this Agreement shall be construed as if drafted jointly by the Parties
        and no presumption or burden of proof shall arise favoring or disfavoring
        any
        Party by virtue of the authorship of any of the provisions of this Agreement.
        Any reference to any federal, state, local, or foreign statute or law shall
        be
        deemed also to refer to all rules and regulations promulgated thereunder,
        unless
        the context requires otherwise. The word “including” shall mean including
        without limitation.

      


      (a) Incorporation
        of Exhibits and Schedules.
        The
        Exhibits and Schedules identified in this Agreement are incorporated herein
        by
        reference and
        made a
        part of this Agreement.

      


      (b) Bulk
        Transfer Laws.
        Buyer
        agrees to waive compliance by Seller with the requirements of all applicable
        laws, if any, relating to bulk transfer laws. 

      


      (c) Survival.
        All
        representations, warranties, covenants and agreements of the Parties hereto
        contained in this Agreement and any Schedule or Exhibit hereto shall survive
        the
        execution and delivery hereof and thereof and consummation of the transactions
        provided for herein notwithstanding any investigation heretofore or hereafter
        made by or on behalf of the respective Parties hereto. 

      


      


      


      


      


      [SIGNATURE
        PAGE FOLLOWS]

      



      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
        date
        first above written.

      


      
        	
                COMREX
                  CORPORATION

                 

              	
                CLEARONE
                  COMMUNICATIONS, INC.

              
	
                By:       
                  /s/ Lynn E. Distler

              	
                By:      
                  /s/ Randall J. Wichinski

              
	
                Name: 
                  Lynn E. Distler

              	
                Name: 
                  Randall J. Hichinkski

              
	
                Title:  
                   President

              	
                Title:   
                  CFO