Exhibit 10.10


    Exhibit
      10.10

    
 

    STOCK
      PURCHASE AGREEMENT

    


    This
      Stock Purchase Agreement (this “Agreement”)
      is
      entered into as of March 4th,
      2005,
      between 6351352
      Canada Inc.,
      a Canada
      corporation (“Buyer”),
      and
      Gentner Ventures, Inc., a Utah corporation (“Seller”).
      Buyer
      and Seller are referred to collectively herein as the “Parties.”

     

    Seller
      owns all of the outstanding capital stock of ClearOne Communications of Canada,
      Inc., a New Brunswick corporation (“Target”),
      and
      Target owns all of the outstanding capital stock of Stechyson Electronics Ltd.,
      a Canada corporation (“Sub”).

     

    This
      Agreement contemplates a transaction in which Buyer will purchase from Seller,
      and Seller will sell to Buyer, all of the outstanding capital stock of Target
      in
      return for the Purchase Price (as hereinafter defined).

     

    Now,
      therefore, in consideration of the premises and the mutual promises herein
      made,
      and in consideration of the representations, warranties, and covenants herein
      contained, the Parties agree as follows.

     

    1. Definitions.

     

    “$”
means
      United States dollars.

     

    “Adverse
      Consequences”
means
      all actions, suits, proceedings, hearings, investigations, charges, complaints,
      claims, demands, injunctions, judgments, orders, decrees, rulings, damages,
      dues, penalties, fines, costs, reasonable amounts paid in settlement,
      liabilities, obligations, taxes, liens, losses, expenses, and fees, including
      court costs and reasonable attorneys’ fees and expenses, but does not include
      special, consequential or punitive damages.

     

    “Affiliate”
has
      the
      meaning set forth in Rule
      12b-2 of the regulations promulgated under the Securities Exchange
      Act.

     

    “Business”
means
      the business currently carried on by the Target including procurement and sale
      of room based audio visual equipment and post sales equipment service and
      support.  

     

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

     

    “Change
      of Control Transaction”
means
      (A) a transaction in which any person (as that term is used in Rule 13d-5 under
      the Securities Exchange Act of 1934) or group (as that term is used in Sections
      3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934) other than Buyer
      becomes the beneficial owner of securities of Sub representing 50% or more
      of
      the combined voting power of Sub’s then outstanding securities; (B) a merger or
      consolidation of Sub with any other corporation, other than (i) a merger or
      consolidation which would result in the voting securities of Sub outstanding
      immediately prior thereto continuing to represent (either by remaining
      outstanding or by being converted into voting securities of the surviving
      entity) at least 50% of the combined voting power of the voting securities
      of
      Sub or such surviving entity outstanding immediately after such merger or
      consolidation, or (ii) a merger or consolidation effected to implement a
      recapitalization of Sub (or similar transaction) in which no person

    


    
      
        
        

      

      
        1

        
        

      

      
        
        

      

    

    


    acquires
      more than 50% of the combined voting power of Sub’s then outstanding securities;
      or (C) the sale or disposition by Sub of all or substantially all of its
      assets.

    


    “Closing”
has
      the
      meaning set forth in Section
      2
      below.

     

    “Closing
      Amount”
has
      the
      meaning set forth in Section
      2
      below.

     

    “Closing
      Date”
has
      the
      meaning set forth in Section
      2
      below.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended.

     

    “Confidential
      Information”
means
      any information concerning the businesses and affairs of Target and Sub that
      is
      not already generally available to the public.

     

    “Determination
      Date”
means
      December 31, 2004.

     

    “Disclosure
      Schedule”
has
      the
      meaning set forth in Section 4
      below.

     

    “Earn
      Out Amount”
has
      the
      meaning set forth in Section
      2
      below.

     

    “Earn
      Out Calculation Period”
has
      the
      meaning set forth in Section
      2
      below.

     

    “Earn
      Out Period”
has
      the
      meaning set forth in Section
      2
      below.

     

    “Environmental,
      Health, and Safety Requirements”
shall
      mean all Canadian federal, provincial, or local statutes, statutes, regulations,
      and ordinances concerning public health and safety, worker health and safety,
      and pollution or protection of the environment, including all those relating
      to
      the presence, use, production, generation, handling, transportation, treatment,
      storage, disposal, distribution, labeling, testing, processing, discharge,
      release, threatened release, control, or cleanup of any hazardous materials,
      substances, or wastes, as such requirements are enacted and in effect on or
      prior to the Closing Date.

     

    “Gross
      Revenues”
means
      the aggregate of all revenue in the ordinary course of the
      Business.

     

    “Income
      Tax”
means
      any federal, provincial, state, local, provincial or foreign income tax measured
      by or imposed on net income, including any interest, penalty, or addition
      thereto, whether disputed or not.

     

    “Income
      Tax Return”
means
      any return, declaration, report, claim for refund, or information return or
      statement relating to Income Taxes, including any schedule or attachment
      thereto.

     

    “Indemnified
      Party”
has
      the
      meaning set forth in Section
      8(e)(i)
      below.

     

    “Indemnifying
      Party” has the meaning set forth in Section
      8(e)(i)
      below.

    


    
      
        
        

      

      
        2

        
        

      

      
        
        

      

    

    


    “Knowledge”
means
      actual knowledge without
      independent investigation. Knowledge, with respect to a particular fact or
      matter, will be imputed to the Seller if any individual who is serving as an
      officer of any of Seller, Target, or Sub has Knowledge of such fact
      or
      matter.

     

    “Lease”
means
      that certain real property lease dated August 1, 2000 between Commercial
      Property Developments and Sub pertain to premises located in the City of Nepean,
      Province of Ontario.

     

    “Lien”
means
      any mortgage, pledge, lien, encumbrance, charge, or other security interest,
      other than (a) liens for taxes not yet due and payable, (b) purchase money
      liens
      and liens securing rental payments under capital lease arrangements, and (c)
      other liens arising in the Ordinary Course of Business and not incurred in
      connection with the borrowing of money.

     

    “Material
      Adverse Effect”
or
      “Material
      Adverse Change”
means
      any effect or change that would be materially adverse to the Business
      of
      Target and Sub, taken as a whole, or on the ability of any Party to consummate
      timely the transactions contemplated hereby; provided that none of the following
      shall be deemed to constitute, and none of the following shall be taken into
      account in determining whether there has been, a Material Adverse Effect or
      Material Adverse Change: (a) any adverse change, event, development, or effect
      arising from or relating to (1) general business or economic conditions,
      including such conditions related to the Business
      of
      Target and Sub, (2) national or international political or social conditions,
      including the engagement by the United States or Canada in hostilities, whether
      or not pursuant to the declaration of a national emergency or war, or the
      occurrence of any military or terrorist attack upon Canada or the United States,
      or any of its territories, possessions, or diplomatic or consular offices or
      upon any military installation, equipment or personnel of the United States
      or
      Canada, (3) financial, banking, or securities markets (including any disruption
      thereof and any decline in the price of any security or any market index),
      (4)
      changes in Canadian or United States generally accepted accounting principles,
      (5) changes in law, rules, regulations, orders, or other binding directives
      issued by any governmental entity, or (6) the taking of any action contemplated
      by this Agreement and the other agreements contemplated hereby, and
      (b)
      any
existing
      event, occurrence, or circumstance with respect to which Buyer has knowledge
      as
      of the date hereof, and (c) any adverse
      change in or effect on the Business
      of
      Target and Sub that is cured by Seller before the earlier of (1) the Closing
      Date and (2) the date on which this Agreement is terminated pursuant to
Section
      9
      hereof.

     

    “Note”
has
      the
      meaning set forth in Section
      2(b)(iii).

     

    “Ordinary
      Course of Business”
means
      the ordinary course of business consistent with past custom and practice
      (including with respect to quantity and frequency).

     

    “Party”
has
      the
      meaning set forth in the preface above.

     

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

    


    
      
        
        

      

      
        3

        
        

      

      
        
        

      

    

    


    “Purchase
      Price”
has
      the
      meaning set forth in Section 2(b)
      below.

     

    “Securities
      Act”
means
      the Securities
      Act of
      1933,
      as amended.

     

    “Securities
      Exchange Act”
means
      the Securities Exchange Act of 1934, as amended.

    


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

     

    “Special
      Accountants”
has
      the
      meaning set forth in Section
      2(c)(ii)
      below.

     

    “Sub”
has
      the
      meaning set forth in the preface above.

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, limited liability company,
      partnership, association, or other business entity of which (i) if a
      corporation, a majority of the total voting power of shares of stock entitled
      (without regard to the occurrence of any contingency) to vote in the election
      of
      directors, managers, or trustees thereof is at the time owned or controlled,
      directly or indirectly, by that Person or one or more of the other Subsidiaries
      of that Person or a combination thereof or (ii) if a limited liability company,
      partnership, association, or other business entity (other than a corporation),
      a
      majority of partnership or other similar ownership interest thereof is at the
      time owned or controlled, directly or indirectly, by that Person or one or
      more
      Subsidiaries of that Person or a combination thereof and for this purpose,
      a
      Person or Persons owns a majority ownership interest in such a business entity
      (other than a corporation) if such Person or Persons shall be allocated a
      majority of such business entity’s gains or losses or shall be or control any
      managing director or general partner of such business entity (other than a
      corporation). The term “Subsidiary” shall include all Subsidiaries of such
      Subsidiary.

     

    “Target”
has
      the
      meaning set forth in the preface above.

     

    “Target
      Share”
means
      any share of the common stock, no par value, of Target.

     

    “Tax”
or
      “Taxes”
means
      any federal,
      provincial, state, local,
      provincial or foreign income,
      gross receipts, license,
      payroll, employment, excise, severance, stamp, occupation, premium, windfall
      profits, environmental (including
      taxes under Code §59A or a similar provision under Canadian federal tax
      legislation),
      customs
      duties, capital stock, franchise, profits, 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.

     

    “Tax
      Return”
      means any
      return, declaration, report, claim
      for
      refund, or information return or statement relating to Taxes, including any
      schedule or attachment thereto, and including any amendment
      thereof.

    


    “Third
      Party Claim”
has
      the
      meaning set forth in Section
      8(e)(i)
      below.

    


    
      
        
        

      

      
        4

        
        

      

      
        
        

      

    

    


    2. Purchase
      and Sale of Target Shares.

     

    (a) Basic
      Transaction.
      On and
      subject to the terms and conditions of this Agreement, Buyer agrees to purchase
      from Seller, and Seller agrees to sell to Buyer, all of Seller’s Target Shares
      for the consideration specified below in this Section
      2.

     

    (b) Purchase
      Price.
      The
      consideration to be paid by Buyer to Seller for Seller’s Target Shares (the
“Purchase Price”) shall be paid by the Buyer in the following
      manner:

     

    (i) By
      delivery to Seller of a deposit of US$25,000
      upon execution of this Agreement;

     

    (ii) By
      delivery to the Seller at Closing of US$175,000
      in cash
      (the “Closing Amount”), payable by wire transfer or delivery of other
      immediately available funds.

    (iii) By
      delivery by the Buyer to the Seller of a secured promissory note in the form
      attached hereto as Exhibit A
      (the
“Note”), the principal amount of which shall equal to US$1,256,000;
      and

     

    (iv) By
      payment of the Earn Out Amounts described in Section
      2(c)
      below.

     

    (c) Earn
      Out Amounts.
      

     

    (i) Earn
      Out Periods and Amounts.
      For
      each consecutive 3-month period (each an “Earn
      Out
      Calculation Period”) during a period of 5
      years
      commencing on January 1, 2006 (the “Earn Out Period”), Buyer shall pay to Seller
      an earn out amount (“Earn Out Amount”) equal to 4%
      of
      Sub’s Gross Revenues the first year and 3% of Sub’s Gross Revenues for each year
      thereafter that have accrued
      for the
      same period, and each Earn Out Amount payable hereunder shall be paid by Buyer
      to Seller in
      United
      States dollars within
      60
      days following the end of any Earn Out Calculation Period, such amount payable
      by wire transfer as per instructions provided to Buyer by Seller or its
      Affiliate. It
      is
      understood and agreed that Earn Out Amounts will be initially calculated in
      Canadian dollars and such amounts will be converted into United States dollars
      at the exchange rate quoted by the Bank of Canada on the last business day
      of
      each relevant Earn Out Calculation Period.

     

    (ii) Records
      and Verification of Earn Out Amounts.
      Buyer
      shall provide to Seller such accounting and other records as Seller may request
      from time to time to verify the computation of Sub’s Gross
      Revenues
      for any
      Earn Out Calculation Period. In the event that Seller disputes the amount of
      an
      Earn Out Amount for a specific Earn Out Calculation Period, Seller shall
      promptly notify Buyer of such dispute. If within 30 days of such notification,
      Buyer and Seller are unable to reach agreement with respect to such amount,
      the
      disputed Earn Out Amount shall be submitted to a mutually agreeable third party
      firm of chartered accountants (“Special Accountants”) for determination, whose
      determination shall be binding and conclusive upon the parties. If
      the
      Special
      Accountants determine that the disputed Earn Out Amount has 

    


    
      
        
        

      

      
        5

        
        

      

      
        
        

      

    

    


    been
      understated by ten (10%) percent or more, then Buyer shall pay
      the
      Special Accountant’s fees, costs and expenses and shall promptly remit the
      deficiency in the Earn Out Amount to Seller. If the Special Accountants
      determine that the disputed Earn Out Amount has not been understated or has
      been
      understated by less than ten (10%) percent, then Seller shall pay
      the
      Special Accountant’s fees, costs and expenses, and Buyer shall promptly remit
      any deficiency in the Earn Out Amount to Seller. 

     

    (iii) Change
      of Control Transaction.
      In the
      event of a Change of Control Transaction before the end of the Earn Out Period,
      then Buyer shall provide written notice to Seller prior to the effective date
      of
      such Change of Control Transaction and shall pay to Seller, within 10 days
      following such effective date, a sum equal to the aggregate Earn Out Amounts
      that would have been paid in respect of the Earn Out Calculation Periods
      remaining in the Earn Out Period. Any Earn Out Amount payable pursuant to this
      Section
      2(c)(iii) shall be based on Sub’s projected Gross
      Revenues
      which
      shall equal, with respect to each Earn Out Calculation Period, Sub’s average
Gross
      Revenues
      for the
      12-month period prior to the commencement each Earn Out Calculation Period,
      plus
      a cumulative premium of 10% for each year remaining in the Earn Out Period
      at
      the time the Change of Control Transaction is concluded.

    


    (iv) Guarantee.
      Buyer
      agrees that it shall cause Sub to guarantee the obligations of Buyer pursuant
      to
      this Section 2(c) and the Note (the “Sub” Guarantee”).

    


    (v) Security
      Interest.
      Buyer
      agrees that any Earn Out Amounts payable hereunder and under the Sub Guarantee
      shall be secured by the charges on the assets of Buyer and Sub,
      respectively.

     

    (d) Closing.
      The
      closing of the transactions contemplated by this Agreement (the “Closing”) shall
      take place at the offices of Parsons Behle & Latimer, in Salt Lake City,
      Utah or at such other place as the Parties may agree, commencing at such time
      and on such date as Buyer and Seller may mutually determine (the “Closing
      Date”); provided, however, that the Closing Date shall be no later than March
      4,
      2005.

     

    (e) Deliveries
      at Closing.
      At the
      Closing, (i) Seller shall deliver to Buyer the various certificates,
      instruments,
      and
      documents referred to in Section
      7(a)
      below, (ii) Buyer will deliver to Seller the various certificates, instruments,
      and documents referred to in Section
      7(b)
      below, (iii) Seller will deliver to Buyer one or more stock certificates
      representing all of Seller’s Target Shares, endorsed in blank or accompanied by
      duly executed stock powers, and (iv) Buyer will deliver to
      Seller the
      Closing Amount specified in Section
      2(b)
      above.

     

    3. Representations
      and Warranties Concerning Transaction.

     

    (a) Seller’s
      Representations and Warranties.
      Seller
      represents and warrants to Buyer that the statements contained in this
Section
      3(a)
      are
      correct and complete as of the date of this Agreement and will be 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
Section
      3(a)).

    


    
      
        
        

      

      
        6

        
        

      

      
        
        

      

    

    


    (i) Organization
      of Seller.
      Seller
      is duly organized, validly existing, and in good standing under the laws of
      the
      jurisdiction of its incorporation.

     

    (ii) Authorization
      of Transaction.
      Seller
      has full power and authority (including full corporate or other entity 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 Seller, enforceable in accordance with its terms and conditions.
      Seller
      need not give any notice to, make any filing with, or obtain any authorization,
      consent, or approval of any government or governmental agency in order to
      consummate the transactions contemplated by this Agreement. The execution,
      delivery and performance of this Agreement and all other agreements contemplated
      hereby have been duly authorized by Seller.

     

    (iii) Non-contravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any constitution, statute,
      regulation, rule, injunction, judgment, order, decree, ruling, charge, or other
      restriction of any government, governmental agency, or court to which Seller
      is
      subject or, any provision of its charter, bylaws, or other governing documents,
      or (B) 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, lease,
      license, instrument, or other arrangement to which Seller is a party or by
      which
      it is bound or to which any of its assets is subject. 

     

    (iv) 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.

     

    (v) Target
      Shares.
      Seller
      holds of record and owns beneficially all of the issued and outstanding Target
      Shares, free and clear of any encumbrances or restrictions on transfer (other
      than any restrictions under the Securities Act and applicable state and
      provincial securities laws). Seller is not a party to any option, warrant,
      purchase right, or other contract or commitment that could require Seller to
      sell, transfer, or otherwise dispose of any capital stock of Target (other
      than
      this Agreement). Seller is not a party to any voting trust, proxy, or other
      agreement or understanding with respect to the voting of any capital stock
      of
      Target. 

     

    (b) Buyer’s
      Representations and Warranties.
      Buyer
      represents and warrants to Seller that the statements contained in this
Section
      3(b)
      are
      correct and complete as of the date of this Agreement and will be 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
Section
      3(b)).

     

    (i) Accredited
      Investor.
      Buyer
      is purchasing the Target Shares as principal and is an “accredited investor” as
      defined in Ontario Securities Commission Rule 45-501.

    


    
      
        
        

      

      
        7

        
        

      

      
        
        

      

    

    


    


    (ii) Organization
      of Buyer.
      Buyer
      is a corporation (or other entity) duly organized, validly existing, and in
      good
      standing under the laws of the jurisdiction of its incorporation (or other
      formation).

     

    (iii) Authorization
      of Transaction.
      Buyer
      has full power and authority (including full corporate or other entity 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.
      Buyer
      need not give any notice to, make any filing with, or obtain any authorization,
      consent, or approval of any government or governmental agency in order to
      consummate the transactions contemplated by this Agreement. The execution,
      delivery and performance of this Agreement and all other agreements contemplated
      hereby have been duly authorized by Buyer.

     

    (iv) Non-contravention.
      Neither
      the execution and the delivery of this Agreement, nor the consummation of the
      transactions contemplated hereby, will (A) violate any constitution, 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 its charter, bylaws, or other governing documents
      or
      (B) 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, lease,
      license, instrument, or other arrangement to which Buyer is a party or by which
      it is bound or to which any of its assets is subject.

     

    (v) 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.

     

    (vi) Investment.
      Buyer
      is not acquiring the Target Shares with a view to or for sale in connection
      with
      any distribution thereof within the meaning of the Securities Act.

     

    4. Representations
      and Warranties Concerning Target and Sub.
      Seller
      represents and warrants to Buyer that the statements contained in this
Section
      4
      are
      correct and complete as of the date of this Agreement and will be 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
Section
      4),
      except as set forth in the disclosure schedule,
      delivered
      by Seller to Buyer on the date hereof and initialed by the Parties (the
“Disclosure Schedule”).

     

    (a) Organization,
      Qualification, and Corporate Power.
      Each of
      Target and Sub are corporations duly organized, validly existing, and in good
      standing under the laws of the jurisdiction of their incorporation. Each of
      Target and Sub are duly authorized
      to
      conduct Business
      and are
      in good standing under the laws of each jurisdiction where such qualification
      is
      required,
      except
      where the lack of such qualification would not have a Material Adverse
      Effect.
      Each of
      Target and Sub have full corporate power and authority to carry on the
      businesses in 

    


    
      
        
        

      

      
        8

        
        

      

      
        
        

      

    

    


    which
      they are engaged
      and to own and use the properties owned and used by them.
      Section
      4(a)
      of
      the Disclosure Schedule lists the directors and officers of Target and
      Sub

     

    (b) Capitalization.
      The
      entire authorized capital stock of Target consists of an unlimited number of
      Target Shares, of which 100 Target Shares are issued and outstanding. All of
      the
      issued and outstanding Target Shares are owned by Seller, have been duly
      authorized, are validly issued, and are fully paid, and non-assessable. There
      are no outstanding or authorized options or rights that could require Target
      to
      issue, sell, or otherwise cause to become outstanding any of its capital stock.
      There are no outstanding or authorized stock appreciation, phantom stock, profit
      participation, or similar rights with respect to Target. The authorized capital,
      as well as the issued and outstanding shares of Sub (the “Sub Shares”), are as
      set out in Schedule 1 hereto. All of the Sub Shares are
      owned
      by Target, have been duly authorized, are validly issued, and are fully paid,
      and non-assessable. There are no outstanding or authorized options or rights
      that could require Sub to issue, sell, or otherwise cause to become outstanding
      any of its capital stock. There are no outstanding or authorized stock
      appreciation, phantom stock, profit participation, or similar rights with
      respect to Sub

     

    (c) Non-contravention.
      To the
      Knowledge of the Seller, neither the execution and the delivery of this
      Agreement, nor the consummation of the transactions contemplated hereby, will
      violate any contract,
      constitution,
      statute, regulation, rule, injunction, judgment, order, decree, ruling, charge,
      or other restriction of any government,
      governmental agency, party , or court to which Target and Sub are subject or
      any
      provision of the articles
      or
      bylaws of Target and Sub,
      except
      where the violation would not have a Material Adverse Effect.
      To the
      Knowledge of Seller,
      neither
      Target nor Sub needs to give any notice to, make any filing with, or obtain
      any
      authorization, consent, or
      approval of any
      government, governmental agency or party in order for the Parties to consummate
      the transactions contemplated by this Agreement,
      except
      where the failure to give notice, to file, or to obtain any authorization,
      consent, or approval would not have a Material Adverse Effect

     

    (d) Brokers’
      Fees.
      Neither
      Target nor Sub has any liability or obligation to pay any fees or commissions
      to
      any broker, finder, or agent with respect to the transactions contemplated
      by
      this Agreement.

     

    (e) Title
      to Tangible Assets.
      Target
      and Sub have good
      title
      to, or a valid leasehold interest in, the material
      tangible
      assets they use regularly
      in
      the
      conduct of their Business.

     

    (f) Subsidiaries.
      Target
      has no Subsidiaries other than Sub. Neither Target nor Sub owns or has any
      right
      to acquire, directly or indirectly, any outstanding capital stock of, or other
      equity interests in, any Person.

    


    (g) Tax
      Matters.
      Target
      and Sub have filed all Income Tax, sales tax, employment and payroll related
      tax
      that they were required to file, and have paid all Taxes shown thereon as owing,
      except where the failure to file Income Tax Returns or to pay Income Taxes
      would
      not have a Material Adverse Effect.

    


    
      
        
        

      

      
        9

        
        

      

      
        
        

      

    

    


    (h) Litigation.
      Section
      4(h)
      of the
      Disclosure Schedule sets forth each instance in which Target or Sub (i) is
      subject to any outstanding injunction, judgment, order, decree, ruling, or
      charge or (ii) is a party to any action, suit, proceeding, hearing, or
      investigation of, in, or before any court or quasi-judicial or administrative
      agency of any federal, state, local, or foreign jurisdiction,
      except
      where the injunction, judgment, order, decree, ruling, action, suit, proceeding,
      hearing, or investigation would not have a Material Adverse Effect.

     

    (i) Environmental,
      Health, and Safety Matters.
      To the
      Knowledge
      of Seller, Target and Sub are in compliance with Environmental, Health, and
      Safety Requirements, except for such non-compliance as would not have a Material
      Adverse Effect.

     

    (j) Disclaimer
      of Other Representations and Warranties.
      Except
      as expressly set forth in Section 3 and this Section 4, Seller makes no
      representation or warranty, express or implied, at law or in equity, in respect
      of Target or Sub or any of their respective assets, liabilities or operations,
      including with respect to merchantability or fitness for any particular purpose,
      and any such other representations or warranties are hereby expressly
      disclaimed. Buyer hereby acknowledges and agrees that, except to the extent
      specifically set forth in Section 3 and this Section 4, Buyer is purchasing
      the
      Target Shares on an “as-is, where-is” basis.

     

    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 his, her, or its reasonable best efforts to take all action
      and to do all things necessary in order to consummate and make effective the
      transactions contemplated by this Agreement (including satisfaction, but not
      waiver, of the Closing conditions set forth in Section
      7
      below).

     

    (b) Notices
      and Consents.
      Each of
      the Parties will (and Seller will cause Target and Sub to) give any notices
      to,
      make any filings with, and use its reasonable best efforts to obtain any
      authorizations, consents, and approvals of governments and governmental agencies
      required in connection with the matters referred to in Section
      3(a)(ii),
      Section
      3(b)(ii)
      and Section
      4(d)
      above.


     

    (c) Operation
      of Business.
      Seller
      will not cause or permit Target or Sub to engage in any practice, take any
      action, or enter into any transaction outside the Ordinary Course of
      Business.

     

    (d) Notice
      of Developments.

     

    (i) Seller
      shall
      notify
      Buyer of
      any
      development causing a breach of any of the representations and warranties in
      Section
      4
      above.
      Unless Buyer has the right to terminate this Agreement pursuant to Section
      9(a)(ii)
      below by reason of the development and exercises that right within the period
      of
      5 business days referred to in Section
      9(a)(ii)
      below, the written notice pursuant to this Section
      5(d)(i)
      will be deemed to have amended the Disclosure Schedule, to have qualified the
      representations and warranties contained in §4 above, and to have 

    


    
      
        
        

      

      
        10

        
        

      

      
        
        

      

    

    


    cured
      any
      misrepresentation or breach of warranty that otherwise might have existed
      hereunder by reason of the development.

     

    (ii) Each
      Party will give prompt written notice to the others of any material adverse
      development causing a breach of any of his or its own representations and
      warranties in §3 above. No disclosure by any Party pursuant to this Section
      5(d)(ii),
      however, shall be deemed to amend or supplement the Disclosure Schedule or
      to
      prevent or cure any misrepresentation or breach of warranty.

     

    (e) Treatment
      of Confidential Information.
      Irrespective of any terms and conditions of any nondisclosure agreement entered
      into between Buyer and Seller or its Affiliate, Buyer will treat and hold as
      such any Confidential Information it receives from any of Seller, Target or
      Sub
      in the course of any due diligence review conducted by it in anticipation of
      the
      transactions contemplated by this Agreement, will not use any of the
      Confidential Information except in connection with this Agreement, and if this
      Agreement is terminated for any reason whatsoever, will return to Seller, Target
      and Sub all tangible embodiments (and all copies) of the Confidential
      Information which are in its possession.

     

    6. Post-Closing
      Matters.
      

     

    (a) General.
      In case
      at any time after the Closing any further action is necessary to carry out
      the
      purposes of this Agreement, including the specific matters referred to in
Section
      6(b)-(d)
      and any Canadian tax matters, each of the Parties will take such further action
      (including the execution and delivery of such further instruments and documents)
      as any other Party reasonably may request, all at the sole cost and expense
      of
      the requesting Party (unless the requesting Party is entitled to indemnification
      therefor under Section
      8
      below).

     

    (b) Security
      Filings.
      Buyer
      agrees to execute, and cause Sub to execute, and cooperate with Seller in filing
      any and all appropriate documentation to secure financing statements and all
      other forms and documentation Seller deems necessary to create, preserve,
      perfect or otherwise protect the security interests created in connection with
      Buyer’s obligations pursuant to the Note and under §2(c), and Sub’s obligations
      under the Sub Guarantee, which documentation shall be in form acceptable to
      Seller, in Seller’s sole and absolute discretion..

    


    (c) Name
      Change of Target.
      Buyer
      agrees to cause Target to change its name immediately following Closing, to
      cease use of the name “ClearOne” or any logos, trade-marks or derivatives
      thereof in the representation or conduct of its business and to file articles
      of
      amendment and such other documentation as is necessary to effect such name
      change with the Director under the Business
      Corporations Act
      (New
      Brunswick), and to register such name change with the Canada Revenue Agency
      and
      all other appropriate Canadian government entities.

     

    (d) Non-Compete.
      For a
      period of three years, the Seller shall not, either directly or indirectly
      as a
      stockholder, investor or partner (i) participate in the Business except as
      a
      manufacturing reseller. This paragraph does not prevent seller from selling
      its
      products through normal distributor and reseller relationships nor does it
      prevent seller from performing post sales 

    


    
      
        
        

      

      
        11

        
        

      

      
        
        

      

    

    


    equipment
      service and support or to provide maintenance contracts directly or through
      those distributor and reseller relationships.

    


    7. Conditions
      to Obligation to Close.

     

    (a) Conditions
      to Buyer’s Obligation.
      Buyer’s
      obligation 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 Section
      3(a)
      and
Section
      4
      above
      shall be true and correct in all material respects at and as of the Closing
      Date, except to the extent that such representations and warranties are
      qualified by terms such as “material” and “Material Adverse Effect,” in which
      case such representations and warranties shall be true and correct in all
      respects at and as of the Closing Date;

     

    (ii) Seller
      shall have performed and complied with all of its covenants hereunder in all
      material respects through the Closing, except to the extent that such covenants
      are qualified by terms such as “material” and “Material Adverse Effect,” in
      which case Seller shall have performed and complied with all of such covenants
      in all 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) Seller
      shall have delivered to Buyer a certificate to the effect that each of the
      conditions specified above in Section
      7(a)(i)-(iii)
      is satisfied in all respects;

     

    (v) the
      Parties, Target, and Sub shall have received any authorizations, consents
      and
      approvals of governments and governmental agencies referred to in Section
      3(a)(ii),
      Section
      3(b)(ii),
      and Section
      4(c)
      above; 

     

    (vi) all
      actions to be taken by Seller in connection with consummation of the
      transactions contemplated hereby and all certificates, opinions, instruments,
      and other documents required to effect the transactions contemplated hereby,
      including resignations of current directors and officers of Target and Sub,
      will
      be reasonably satisfactory in form and substance to Buyer.

     

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

     

    (b) Conditions
      to Seller’s Obligation.
      Seller’s obligation 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 Section
      3(b)
      above shall be true and correct in all material respects at and as of the
      Closing Date, except to the extent 

    


    
      
        
        

      

      
        12

        
        

      

      
        
        

      

    

    


    that
      such
      representations and warranties are qualified by terms such as “material” and
“Material Adverse Effect,” in which case such representations and warranties
      shall be true and correct in all 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, except to the extent that such covenants
      are qualified by terms such as “material” and “Material Adverse Effect,” in
      which case Buyer shall have performed and complied with all of such covenants
      in
      all 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) Buyer
      shall have delivered to Seller a certificate to the effect that each of the
      conditions specified above in Section
      7(b)(i)-(iii)
      is satisfied in all respects;

     

    (v) the
      Parties, Target, and Sub shall have received any authorizations, consents,
      and
      approvals of governments and governmental agencies referred to in Section
      3(a)(ii),
      Section
      3(b)(ii),
      and Section
      4(c)
      above; and

     

    (vi) all
      actions to be taken by Buyer in connection with consummation of the transactions
      contemplated hereby and all certificates, opinions, instruments, and other
      documents required to effect the transactions contemplated hereby, including
      any
      documents referred to in Section
      6(b) and
      (c), will be reasonably satisfactory in form and substance to
      Seller.

     

    Seller
      may waive any condition specified in this Section
      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.
      The
      representations and warranties of Seller contained in Section
      4
      above
      shall survive the Closing hereunder for a
      period
      of six (6) months All
      of
      the representations and warranties of the Parties contained in Section
      3
      above
      shall survive the Closing (unless the damaged Party 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 thereafter, subject to any applicable statutes
      of limitations.

     

    (b) Indemnification
      Provisions for Buyer’s Benefit.
      

     

    (i) In
      the
      event Seller breaches its representations, warranties, and covenants contained
      herein, and,
      provided that Buyer makes a written claim for indemnification against Seller
      pursuant to Section
      8(e)
      below
      within the survival period (if there is an applicable survival period pursuant
      to Section
      8(a)
      above), then Seller shall indemnify Buyer,
      Target
      and Sub
      from and
      against any Adverse Consequences Buyer,
      Target
      and Sub
      shall
      suffer (but
      

    


    
      
        
        

      

      
        13

        
        

      

      
        
        

      

    

    


    excluding
      any Adverse Consequences Buyer,
      Target
      and Sub
      shall
      suffer after the end of any applicable survival period) caused by the breach.
      

     

    (ii) Notwithstanding
      the foregoing, (A) Seller shall not have any obligation to indemnify Buyer
      from
      and against any Adverse Consequences caused by the breach of any representation
      or warranty or covenant of Seller contained in this Agreement until Buyer has
      suffered Adverse Consequences by reason of all such breaches in excess of a
      $10,000 aggregate deductible, and (B) the maximum aggregate amount of Adverse
      Consequences caused by the breach of any representation or warranty of Seller
      contained in this Agreement for which Seller shall have any obligation hereunder
      to indemnify Buyer shall be the amount of the Purchase Price (after which point
      Seller will have no obligation to indemnify Buyer from and against further
      such
      Adverse Consequences).

     

    (c) Indemnification
      Provisions for Seller’s Benefit.
      In the
      event Buyer breaches any of its representations, warranties, and covenants
      contained herein, and provided that any Seller makes a written claim for
      indemnification against Buyer pursuant to Section
      8(e)
      below
      within the survival period (if there is an applicable survival period pursuant
      to Section
      8(a)
      above), then Buyer shall indemnify each Seller from and against the entirety
      of
      any Adverse Consequences suffered (but excluding any Adverse Consequences
      suffered after the end of any applicable survival period) caused by the
      breach.

     

    (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 any other Party (the “Indemnifying Party”) under this
Section
      8,
      then
      the Indemnified Party shall promptly (and in any event within five business
      days
      after receiving notice of the Third Party Claim) notify each Indemnifying Party
      thereof in writing.

     

    (ii) Any
      Indemnifying Party will have the right at any time to assume and thereafter
      conduct the defense of the Third Party Claim with counsel of his or its choice
      reasonably satisfactory to the Indemnified Party; 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 an Indemnifying Party assumes the defense of the Third Party Claim
      as
      provided in Section
      8(d)(ii)
      above, however, the Indemnified Party may defend against the Third Party Claim
      in any manner he, she, or 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 each of the Indemnifying Parties.

    


    
      
        
        

      

      
        14

        
        

      

      
        
        

      

    

    


    (e) Determination
      of Adverse Consequences.
      All
      indemnification payments under this §8 shall be paid by the Indemnifying Party
      net of any Tax benefits and insurance coverage that may be available to the
      Indemnified Party.

     

    (f)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
      Target, Sub, and the transactions contemplated by this Agreement.
      Without
      limiting the generality of the foregoing, Buyer
      acknowledges and agrees that it shall not have any remedy after the Closing
      for
      any breach of the representations and warranties in §4 above.

     

    9. Termination.

     

    (a) Termination
      of Agreement.
      Buyer
      and Seller 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 in the event:
      (A)
      Seller has within the previous
      5 business days given Buyer any notice pursuant to Section
      5(d)(i)
      above
      and (B) the development that is the subject of the notice has had a Material
      Adverse Effect 

    


    (iii) 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 (other than the
      representations and warranties in Section
      4
      above)
      in any material respect, Buyer has notified Seller of the breach, and the breach
      has continued without cure for a period of 30 days after the notice of
      breach

     

    (iv) Seller
      may terminate this Agreement by giving written notice to Buyer (A) at any time
      prior to the Closing in the event Buyer has breached any material
      representation, warranty, or covenant contained in this Agreement in any
      material respect, Seller has notified Buyer in
      writing of
      the
      breach, and the breach has continued without cure for a period of 30 days,
      or
      (B) at Closing in the event any of the conditions contained in Section
      7(b)
      have not been or are not satisfied.

     

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

    


    
      
        
        

      

      
        15

        
        

      

      
        
        

      

    

    


    10. 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 prior to the Closing without the prior
      written approval 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 concerning its publicly-traded securities (in
      which
      case the disclosing Party will use its reasonable best efforts to advise the
      other Parties 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 among the Parties and supersedes any prior understandings, agreements,
      or representations by or among the Parties, written or oral, to the extent
      they
      relate in any way to the subject matter hereof.

     

    (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. No Party may
      assign either this Agreement or any of his, her, or its rights, interests,
      or
      obligations hereunder without the prior written approval of the other Party
      hereto; provided, however, that Buyer may (i) upon written notice of same to
      Seller, assign any or all of its rights and interests hereunder to one or more
      of its Affiliates and (ii) designate one or more of its Affiliates to perform
      its obligations hereunder (in any or all of which cases Buyer nonetheless shall
      remain responsible for the performance of all of its obligations
      hereunder).

     

    (e) Counterparts.
      This
      Agreement may be executed in one or more counterparts (including by means of
      facsimile), each of which shall be deemed an original but all of which together
      will constitute one and the same instrument.

     

    (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 (i) when delivered personally to the recipient,
      (ii)
      one business day after being sent to the recipient by reputable overnight
      courier service (charges prepaid), (iii) one business day after being sent
      to
      the recipient by facsimile transmission or electronic mail, or (iv) four
      business days after being mailed to the recipient by certified or registered
      mail, return receipt requested and postage prepaid, and addressed to the
      intended recipient as set forth below:

    


    
      
        
        

      

      
        16

        
        

      

      
        
        

      

    

     

    
      	
               If to Seller: 

               

            	
              Copy
                to:

               

            
	
               Gentner
                Ventures, Inc.

            	 Geoffrey W. Mangum, Esq.
	 c/o ClearOne Communications,
              Inc. 	 Parsons Behle &
Latimer
	 1825 Research Way	 1800 - 201 South Main
              Street
	 Salt Lake City, Utah 84119 	 Salt Lake City, Utah 84111
	 Fax: (801) 977-0087 	 Fax: (801) 536-6111
	 Attn: Chief Financial Officer	 
	 	 
	 If to Buyer: 	 Copy to:
	
               

              6351352 Canada Inc.

            	 
	 c/oWilliam Douglas 	Alfred Apps
	 Suite PH2-55 Elm Drive West 	Suite
              4200-66 Wellington Street West
	 Mississauga, Ontario, Canada L5B
              323 	 Box 20, Toronto, Ontario, Canada M5K
              1N6
	 	 


    

    Any
      Party
      may change the address to which notices, requests, demands, claims, and other
      communications hereunder are to be delivered by giving the other Parties 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, including those laws governing conflicts of law. Except as specifically
      provided in § 2(b)(ii) herein, any dispute, disagreement or difference arising
      in connection with this Agreement or any breach thereof, which cannot be settled
      between the parties hereto by mutual negotiation in good faith, shall be settled
      by arbitration in accordance with the Commercial Arbitration Rules of the
      American Arbitration Association. The arbitration shall take place in the State
      of Utah

     

    (i) 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 provision of this Agreement or any default, misrepresentation, or breach
      of
      warranty or covenant hereunder, whether intentional or not, shall be valid
      unless the same shall be in writing and signed by the Party making such waiver,
      nor shall such waiver 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.

     

    (j) 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 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.

     

    (k) Expenses.
      Each
      of Buyer, Seller, Target, and Sub will bear his, her, or its own costs and
      expenses (including legal fees and expenses) incurred in connection with this
      Agreement and the transactions contemplated hereby.
      Without
      limiting the generality of the foregoing, all transfer, documentary, sales,
      use,
      stamp, registration and other such Taxes, and all conveyance fees, recording
      charges and other fees and charges (including any penalties and interest)
      incurred in connection with the consummation of the transactions contemplated
      by
      this 

    


    
      
        
        

      

      
        17

        
        

      

      
        
        

      

    

    


    Agreement
      shall be paid by Buyer when due, and Buyer shall, at its own expense, file
      all
      necessary Tax Returns and other documentation with respect to all such Taxes,
      fees and charges, and, if required by applicable law, the Parties will, and
      will
      cause their Affiliates to, join in the execution of any such Tax Returns and
      other documentation.

     

    (l) Construction.
      Any
      reference to any federal, provincial 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.

     

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

     

    (n) Governing
      Language.
      This
      Agreement has been negotiated and executed by the Parties in English. In the
      event any translation of this Agreement is prepared for convenience or any
      other
      purpose, the provisions of the English version shall prevail.

     

     

     

    [SIGNATURE
      PAGE FOLLOWS]

     

     

     

     

     

     

     

     

     

    


    
      
        
        

      

      
        18

        
        

      

      
        
        

      

    

    


    *
      * * *
      *

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

     

     

    
      	
              6351352
                CANADA INC.

            	 GENTNER
              VENTURES, INC.
               

            
	
              By: 
                /s/ William Douglas

            	
              By:
                /s/ Donald E Frederick

            
	
               

              Title: 
                Vice President

            	
               

              Title: 
                Vice President

            
	 	 


    

     

     

     

     

     

     

     

     

     

     

    19