oct29ex10_1.htm


     

    
      

      

    

    Exhibit 10.13


    


     

    THIS
AGREEMENT MADE IN DUPLICATE, as of the 23rd day of October, 2008.

     

    BETWEEN:

     

    SASKATCHEWAN
TELECOMMUNICATIONS,

     

    (herein
called “SaskTel”)

     

    -and-

    


    WIRELESS
AGE COMMUNICATIONS LTD.

    (herein
called “Wireless Age”)

    


    -and-

    


    WIRELESS
SOURCE DISTRIBUTION LTD.

    (herein
called “Wireless Source”)

    


    -and-

    


    NEWLOOK
INDUSTRIES CORP.

    (herein
called “Newlook”)

    


     

    REPAYMENT
AGREEMENT

     

    WHEREAS:

     

    
      	
              A.  

            	
              SaskTel
      and Wireless Source entered into a Prepaid Cellular Service Card
      Distribution Agreement dated July 31, 2002 and amended pursuant to a
      Prepaid Cellular Service Card Distribution Amendment Agreement dated
      February 28, 2003 and a Prepaid Cellular Service Card Distribution
      Agreement – ePin Amending Agreement dated December 22, 2004 (collectively,
      the “Prepaid Card Agreement”).

            


    

     

    
      	
              B.  

            	
              SaskTel
      and Wireless Age entered into a Master Distributorship Agreement dated
      March 31, 2003 (the “Distributorship
  Agreement”).

            


    

     

    
      	
              C.  

            	
              As
      of September 30, 2008, Wireless Source is indebted to SaskTel in the
      amount of $6,366,070.58 pursuant to the Prepaid Card
      Agreement.  All amounts owing by Wireless Source to SaskTel
      pursuant to the Prepaid Card Agreement are herein referred to as the
      “Indebtedness”.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              D.  

            	
              Wireless
      Source is indebted in the amount of the Indebtedness to SaskTel and
      SaskTel is entitled to immediately take steps to enforce repayment of the
      Indebtedness.

            


    

     

    
      	
              E.  

            	
              As
      of October 23, 2008, SaskTel is indebted to Wireless Age in the amount of
      $1,718,835.10 pursuant to the Distributorship Agreement.  All
      amounts now owing or hereafter becoming payable by SaskTel to Wireless Age
      pursuant to the Distributorship Agreement are herein referred to as the
      “SaskTel Payable”.

            


    

     

    
      	
              F.  

            	
              Wireless
      Age, Wireless Source and Newlook are indebted or otherwise obligated to
      TCE Capital Corporation (“TCE”) in the aggregate amount of approximately
      $2,730,617 (collectively, the “TCE Loans”) and in respect of which TCE
      holds perfected security interests in the property and assets of Wireless
      Age, Wireless Source and Newlook (collectively, the “TCE
      Security”).

            


    

     

    
      	
              G.  

            	
              SaskTel
      has agreed, upon certain terms and conditions more particularly described
      in this Agreement, not to  make any further demand for payment
      of the Indebtedness or from taking any steps to enforce repayment of the
      Indebtedness.

            


    

     

    
      	
              H.  

            	
              Wireless
      Age has agreed, upon certain terms and conditions more particularly
      described in this Agreement, to guarantee repayment of the Indebtedness to
      SaskTel and to provide a first charge security interest in the assets of
      Wireless Age.

            


    

     

    
      	
              I.  

            	
              The
      parties consider it to be in their mutual interest to enter into this
      Agreement to:

            


    

     

    
      	
              (a)  

            	
              Confirm
      the various respective obligations owed to SaskTel by Wireless Source and
      Wireless Age;

            


    

     

    
      	
              (b)  

            	
              Confirm
      the terms and conditions upon which SaskTel has agreed to accept repayment
      of the Indebtedness.

            


    

     

    
      	
              J.  

            	
              This
      paragraph and the preceding nine (9) paragraphs are hereinafter
      collectively referred to as the
“Recitals”.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    NOW,
THEREFORE, THIS AGREEMENT WITNESSETH that, in consideration of the mutual
covenants and obligations herein contained, and other good and valuable
consideration, the receipt and sufficiency of each of which is hereby
acknowledged by SaskTel, Wireless Age and Wireless Source, the parties hereto
agree as follows:

     

    
      	
              1.  

            	
              Confirmations

            


    

     

    
      	
              1.1  

            	
              Wireless
      Age and Wireless Source acknowledge, represent and warrant to SaskTel that
      the Recitals to this Agreement are accurate and complete and form an
      integral part of this Agreement.

            


    

     

    
      	
              1.2  

            	
              The
      parties hereto each hereby acknowledge, covenant and agree with the other
      as follows:

            


    

     

    
      	
              (a)  

            	
              The
      Indebtedness is a valid and enforceable obligation owed by Wireless Source
      to SaskTel and is enforceable by SaskTel against Wireless Source in
      accordance with its terms.

            


    

     

    2.         Guarantee by Wireless
Age

     

    
      	
              2.1  

            	
              Concurrent
      with the execution of this Agreement, Wireless Age agrees to execute the
      form of guarantee attached to this Agreement as Schedule
    “A”.

            


    

     

    
      	
              2.2  

            	
              Wireless
      Age undertakes to provide a first charge security position, in form
      satisfactory to all parties, to SaskTel upon repayment of the TCE Loans
      pursuant to the provisions of Article
4.1.

            


    

     

    3.         Payments by Wireless Age and
Wireless Source

     

    
      	
              3.1  

            	
              Wireless
      Age and/or Wireless Source shall repay the Indebtedness in accordance with
      the following schedule:

            


    

     

    
      	
              (a)  

            	
              the
      sum of $250,000 on November 30,
2008;

            


    

     

    
      	
              (b)  

            	
              the
      sum of $250,000 on December 31,
2008;

            


    

     

    
      	
              (c)  

            	
              the
      sum of $300,000 on January 31,
2009;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (d)  

            	
              the
      sum of $300,000 on February 28,
2009;

            


    

     

    
      	
              (e)  

            	
              the
      sum of $350,000 on March 31, 2009;

            


    

     

    
      	
              (f)  

            	
              the
      sum of $350,000 on April 30, 2009;

            


    

     

    
      	
              (g)  

            	
              the
      sum of $400,000 on May 31, 2009;

            


    

     

    
      	
              (h)  

            	
              the
      sum of $400,000 on June 30, 2009;

            


    

     

    
      	
              (i)  

            	
              the
      sum of $450,000 on July 31, 2009;

            


    

     

    
      	
              (j)  

            	
              the
      sum of $450,000 on August 31, 2009

            


    

     

    
      	
              (k)  

            	
              the
      sum of $1,433,035.29 on September 30,
2009;

            


    

     

    
      	
              (l)  

            	
              the
      sum of $1,433,035.29 plus accrued interest, if any, on October 31,
      2009.

            


    

     

    
      	
              3.2  

            	
              Interest
      shall not begin to accrue on the balance of the Indebtedness before
      January 1, 2009. Subject to the provisions of Clause 3.3 interest shall
      accrue at the rate of 1% per month, compounded monthly (12.68% annual
      equivalent).

            


    

     

    
      	
              3.3  

            	
              If
      Wireless Age and/or Wireless Source prepays $1,000,000 principal under
      Clause 3.1(k) on or before December 31, 2008 interest shall not begin to
      accrue on the balance of the Indebtedness before April 1, 2009 and if
      Wireless Age and/or Wireless Source prepays a further $1,000,000 principal
      under Clause 3.1 (l) and (k) on or before March 31, 2009 interest shall
      not begin to accrue on the Indebtedness before July 1, 2009 and if
      Wireless Age and/or Wireless Age prepays the remainder not previously
      prepaid under Clause 3.1(k) on or before June 30, 2009 no interest will be
      charged or owing on any part of the
  Indebtedness.

            


    

     

    
      	
              4.  

            	
              Payment by
      SaskTel

            


    

     

    
      	
              4.1  

            	
              SaskTel
      hereby acknowledges and confirms the amount of the SaskTel Payable set out
      in Recital E. SaskTel shall continue to withhold payment of the SaskTel
      Payable until the aggregate amount of the SaskTel Payable equals the then
      balance of the TCE Loans, at which time SaskTel shall pay to TCE such
      balance as a full and complete repayment of the TCE Loans against
      discharge by TCE of the TCE Security; provided that SaskTel shall not be
      required to pay to TCE such balance as repayment of the TCE Loans unless
      Wireless Source and Wireless Age have granted to SaskTel the security
      interest contemplated in Section 4.2 hereof; and further provided that if
      Wireless Source and Wireless Age have not granted to SaskTel the security
      interest contemplated in Section 4.2 hereof, such balance shall be paid by
      SaskTel to TCE for an assignment by TCE to SaskTel of the TCE Loans and
      the TCE Security in the assets of Wireless Age and Wireless
      Source.  Upon completion of any such assignment to SaskTel of
      the TCE Loans and TCE Security in the assets of Wireless Age and Wireless
      Source as hereinbefore provided, Wireless Age and Wireless Source
      acknowledge and agree that the assigned TCE Security shall secure not only
      the TCE Loans but also all other obligations of Wireless Age and Wireless
      Source to SaskTel.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.2  

            	
               Prior
      to or concurrent with SaskTel paying to TCE the TCE Loans balance,
      Wireless Age and Wireless Source shall grant to SaskTel a first charge
      security interest or mortgage of all of the assets of Wireless Age and
      Wireless Source and each of Wireless Age and Wireless Source shall take
      all steps reasonably necessary to obtain such security interests,
      including all required supporting documents and
    registrations.

            


    

     

    
      	
              4.3  

            	
              If
      Wireless Age and/or Wireless Source fails to make any of the required
      payments described in Article 3.1 or any of the prepayments on each of
      December 31, 2008, March 31, 2009 or June 30, 2009, described in Article
      3.3, SaskTel, Newlook the controlling shareholder of Wireless Age
      Communications, Inc. agrees to pledge the common shares of Wireless Age
      Communications, Inc. to SaskTel as additional security for the
      Indebtedness.

            


    

     

    
      	
              4.4  

            	
              SaskTel
      agrees to provide all reasonable legal documentation and assurances with
      respect to the provisions of Section 4.1 to TCE upon signing this
      Agreement and each of Wireless Age, Wireless Source and Newlook hereby
      consent to SaskTel doing so and to TCE and SaskTel directly exchanging
      information as to the Indebtedness, the SaskTel Payable, the TCE Loans and
      the TCE Security as against the assets of Wireless Age and Wireless
      Source.

            


    

     

    
      	
              5.  

            	
              Financial
      Information

            


    

     

    
      	
              5.1  

            	
              Wireless
      Age and Wireless Source shall, concurrent with the execution of this
      Agreement, provide to SaskTel the following documents and/or
      information:

            


    

     

    
      	
              (a)  

            	
              a
      copy of all loan and security agreements under which either Wireless Age
      or Wireless Source are obligated to repay indebtedness or have granted
      security to TCE Capital;

            


    

     

    
      	
              (b)  

            	
              a
      copy of the most recent annual financial statements for Wireless Age and
      Wireless Source;

            


    

     

    
      	
              (c)  

            	
              particulars
      of any payments made by Wireless Age and/or Wireless Source out of the
      ordinary course of business in the last 12 months, including, without
      limitation, any dividends paid or any payments made to related
      parties.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              5.2  

            	
              Wireless
      Age and Wireless Source shall, not later than the 20th
      calendar day of each month, commencing on October 20, 2008 and continuing
      until the Indebtedness is repaid in full, provide to SaskTel the following
      financial information:

            


    

     

    
      	
              (a)  

            	
              an
      aged accounts receivable and accounts payable listing for each of Wireless
      Age and Wireless Source effective as of the last day of the preceding
      month;

            


    

     

    
      	
              (b)  

            	
              monthly
      bank statements detailing all receipts and disbursements for each of
      Wireless Age and Wireless Source for the preceding
  month.

            


    

     

    
      	
              6.  

            	
              Enforcement

            


    

     

    
      	
              6.1  

            	
              Subject
      to the terms and conditions of this Agreement, SaskTel agrees that it will
      not proceed to enforce repayment of the Indebtedness until after 12:00
      o’clock midnight on October  31,
2009.

            


    

     

    
      	
              6.2  

            	
              SaskTel
      may, in its absolute and unfettered discretion, grant a further period of
      time during which SaskTel will not proceed to enforce its rights , but
      SaskTel shall not be obligated to grant such extensions under any
      circumstances, and nothing in this Agreement shall constitute any
      representation, waiver, or acknowledgement by SaskTel that it intends to,
      or will, grant such extensions.

            


    

     

    
      	
              6.3  

            	
              SaskTel
      hereby agrees that upon full, complete and final performance by Wireless
      Age and/or Wireless Source of each of the covenants, responsibilities and
      obligations in accordance with the time limits herein specified, SaskTel
      shall be deemed to have accepted the aforesaid payments, covenants, sums
      of money, terms and conditions in full and final satisfaction of the
      Indebtedness owed by the Wireless Age and Wireless Source to
      SaskTel.

            


    

     

    
      	
              6.4  

            	
              Wireless
      Age and Wireless Source hereby acknowledge that this Agreement shall not
      release them from any of their liabilities, obligations and
      responsibilities with respect to any other arrangements between themselves
      and SaskTel (other than the
Indebtedness).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              7.  

            	
              Default

            


    

     

    
      	
              7.1  

            	
              SaskTel
      may terminate this Agreement forthwith in the event
  that:

            


    

     

    
      	
              (a)  

            	
              Wireless
      Age and/or Wireless Source do not make payments as required by this
      Agreement;

            


    

     

    
      	
              (b)  

            	
              Wireless
      Age and/or Wireless Source do not observe, perform or adhere to the terms
      and conditions in this Agreement;

            


    

     

    
      	
              (c)  

            	
              Wireless
      Age and/or Wireless Source breach any promise, representation or warranty
      made in this Agreement or Wireless Age and/or Wireless Source provide any
      false or misleading information to SaskTel which materially affects this
      Agreement;

            


    

     

    
      	
              (d)  

            	
              Wireless
      Age and/or Wireless Source cease or threaten to cease to carry on in the
      normal course of business or any material part
  thereof;

            


    

     

    
      	
              (e)  

            	
              Wireless
      Age and/or Wireless Source become insolvent, commit an act of bankruptcy,
      or make a proposal or file an assignment for the benefit of creditors
      under the Bankruptcy and
      Insolvency Act (Canada) or similar legislation in Canada or any
      other jurisdiction, or are the subject of a proceeding in bankruptcy or
      receivership;

            


    

     

    
      	
              (f)  

            	
              the
      holder of a charge against the property of Wireless Age and/or Wireless
      Source takes possession of such property, or a distress, execution or
      other similar process is levied against any part of the property of
      Wireless Age and/or Wireless
Source;

            


    

     

    
      	
              (g)  

            	
              SaskTel
      in good faith and upon commercially reasonable grounds believes that the
      prospect of payment or performance is or is about to be
      impaired.

            


    

     

    
      	
              7.2  

            	
              In
      the event of the termination of this Agreement, or upon the expiry of
      the  period described in Section 6.1 of this Agreement or any
      extension thereof agreed to by SaskTel, Wireless Age and Wireless Source
      agree that SaskTel or an agent for SaskTel, may forthwith take all steps
      it deems necessary to enforce repayment of the Indebtedness, including,
      without limitation, setting off against the Indebtedness any amounts owed
      by SaskTel to Wireless Age and/or Wireless Source in excess of the then
      outstanding balance of the TCE Loans (if any) SaskTel agrees that while
      this Agreement is in effect and during the period described in Section 6.1
      of this Agreement, SaskTel will limit set off of amounts owing to Wireless
      Age and/or Wireless Source against the Indebtedness to the amount of the
      scheduled payment or payments described in Section 3.1 that are owing at
      the time of the set off by SaskTel and that have not been made by Wireless
      Source and/or Wireless Age. Wireless Source and Wireless Age agree that
      this limited right of set off shall apply only provided that no more than
      two (2) consecutive scheduled payments as set forth in Section 3.1 of this
      Agreement are not paid when required by Wireless Source and/or Wireless
      Age.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    8.         Miscellaneous

     

    
      	
              8.1  

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the Province of Saskatchewan and the Canadian federal laws which are
      applicable in the Province of
Saskatchewan.

            


    

     

    
      	
              8.2  

            	
              Each of the parties hereby
      attorns to the non-exclusive jurisdiction of the courts
      ofSaskatchewan.

            


    

     

    
      	
              8.3  

            	
              Any
      notice or other documentation required to be given to any party hereunder
      shall be given to that party at the address set out in Schedule “B”
      hereto.

            


    

     

    
      	
              8.4  

            	
              If
      any one or more of the provisions contained in this Agreement shall be
      determined to be invalid, illegal or unenforceable in any respect, the
      validity, legality and enforceability of the remaining provisions
      contained herein shall not in any way be affected or impaired
      thereby.

            


    

     

    
      	
              8.5  

            	
              This
      Agreement shall enure to the benefit of and be binding upon SaskTel,
      Wireless Age and Wireless Source and their respective successors, assigns,
      officers, directors, employees, servants and agents (as the case may
      be).

            


    

     

    
      	
              8.6  

            	
              The
      records of SaskTel shall be prima facie proof of
      the outstanding amount of the Indebtedness owed by Wireless Age and
      Wireless Source to SaskTel in respect of the Indebtedness, of the amount
      of any payment made, of the amount of any part of the Indebtedness which
      is in default, and of any notice or demand being
  made.

            


    

     

    
      	
              8.7  

            	
              Wireless
      Age and Wireless Source and Newlook hereby acknowledge and agree that they
      have entered into this Agreement freely without coercion or duress by
      SaskTel or any of its officers, directors, employees, servants or
      agents.

            


    

     

    
      	
              8.8  

            	
              The
      parties agree that all the rights and remedies of SaskTel hereunder and
      under any agreement delivered pursuant hereto are cumulative and are in
      addition to, without prejudice to, and shall not be deemed to exclude, any
      other right or remedy allowed to SaskTel hereunder or any agreement
      delivered pursuant hereto, except as specifically set out
      herein.

            


    

     

    
      	
              8.9  

            	
              The
      parties also agree that all rights and remedies of SaskTel may be
      exercised concurrently.

            


    

     

    
      	
              8.10  

            	
              The
      parties agree that time shall be of the essence of this Agreement in all
      respects.

            


    

     

    
      	
              8.11  

            	
              The
      parties hereby agree that they will execute such further documents, deeds,
      assurances and that they will do all such acts as may be reasonably
      required to fully implement the intent of this
  Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              8.12  

            	
              No
      condoning, excusing, or waiver by either party of any default, breach, or
      non-observance by the other party at any time or times with respect to any
      covenants or provisos contained in this Agreement shall constitute a
      waiver by that party of its rights to act upon such or further default,
      breach, or non-observance.

            


    

     

    
      	
              8.13  

            	
              This
      Agreement may be executed in counterparts and shall be fully binding if
      executed in counterparts.

            


    

     

    IN
WITNESS WHEREOF the parties have executed this Agreement effective as of the
date first written above.

     

    SASKATCHEWAN
TELECOMMUNICATIONS

     

     

     

    Per:________________________________________

                      

                      Authorized Signing
Officer

     

    Per:_____________________________________________

                                 

                                Authorized Signing
Officer

     

    


     

     

    WIRELESS AGE COMMUNICATIONS
LTD.

     

     

     

    Per:________________________________________

                               

                                 Authorized
Signing Officer

     

    


     

     

    WIRELESS SOURCE DISTRIBUTION
LTD.

     

     

    Per:________________________________________

     

                  Authorized Signing
Officer

     

     

    
 

     

                   NEWLOOK INDUSTRIES
CORP.

     

     

     

     

                       Per:________________________________________

        

                 Authorized
Signing Officer


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    


     

    SCHEDULE
“A”

     

    GUARANTEE

     

    WHEREAS:

     

    
      	
              1.  

            	
              Wireless
      Source Distribution Ltd. (“Wireless Source”) is indebted to Saskatchewan
      Telecommunications (“SaskTel”) in the amount of $6,366,070.58 as of
      September 30, 2008 (the
“Indebtedness”).

            


    

     

    
      	
              2.  

            	
              Wireless
      Age Communications Ltd. (“Wireless Age”) has agreed to execute this
      Guarantee in consideration of SaskTel entering into a Repayment Agreement
      with Wireless Source. (the “Repayment
  Agreement”)

            


    

     

    NOW THEREFORE Wireless Age
does hereby covenant, promise and agree in favour of and with SaskTel as
follows:

     

    
      	
              (a)  

            	
              Wireless
      Age unconditionally guarantees to SaskTel the due payment by Wireless
      Source of the Indebtedness and interest at the time and in the manner
      provided for in the Repayment  Agreement and the due performance
      and observance by Wireless Source of all covenants, conditions,
      stipulations and provisos contained in the Repayment
      Agreement.

            


    

     

    
      	
              (b)  

            	
              That
      as between SaskTel and Wireless Age, Wireless Age is and shall continue
      liable as principal debtor under all the covenants contained in the
      Repayment Agreement notwithstanding any transaction which may take place
      between Wireless Source and SaskTel or any neglect or default of SaskTel
      which might otherwise operate as a discharge whether partial or absolute
      of Wireless Age if it were a surety only of Wireless Source and without
      restricting the generality of the foregoing notwithstanding the granting
      of time or other indulgence to Wireless
Source.

            


    

     

    
      	
              (c)  

            	
              SaskTel,
      in its absolute discretion or in the absolute discretion of any officer or
      agent, and without diminishing the liability of Wireless Age, may grant
      time or may vary the term of repayment or may grant other indulgences to
      Wireless Source and any other person or persons now or hereafter liable to
      SaskTel in respect of the Indebtedness and interest and may give up,
      modify, vary, exchange, renew or abstain from perfecting or taking
      advantage of any security in whole or in part and may discharge any part
      or parts or accept any composition or arrangements or realize upon the
      said security or any security when and in such manner as SaskTel or any
      officer thereof may think expedient, and in no case shall SaskTel be
      responsible for any neglect or omission with respect to any such
      security.  Any account settled or stated by or between SaskTel
      and Wireless Source may be adduced by SaskTel and shall in that case be
      accepted by Wireless Age as conclusive evidence that the balance or amount
      thereof thereby appearing is due by Wireless Source to
      SaskTel.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              (d)  

            	
              That
      Wireless Age will not at any time claim to be subrogated in any manner to
      the position of SaskTel and will not claim the benefit of any security at
      the time held by SaskTel PROVIDED HOWEVER that in the event of Wireless
      Age paying to SaskTel all the monies remaining unpaid then Wireless Age
      shall be entitled on demand made by it in writing to SaskTel to the
      assignment of and such of the said security remaining in SaskTel at the
      time such notice is received by it.

            


    

     

    
      	
              (e)  

            	
              That
      SaskTel shall not be bound to exhaust its recourse against Wireless Source
      or other parties or any security it may hold before requiring payment from
      Wireless Age and SaskTel may enforce the various remedies available to it
      and may realize upon the various securities held by it or any part thereof
      in such order as SaskTel may
determine.

            


    

     

    
      	
              (f)  

            	
              That
      if default shall occur under the Repayment Agreement, Wireless Age shall
      forthwith upon demand being made upon it by SaskTel pay to SaskTel all
      principal, interest, costs and expenses due by virtue of this Guarantee,
      the Repayment Agreement or any
security.

            


    

     

    
      	
              (g)  

            	
              That
      no change in the name, objects, capital stock, or constitution of Wireless
      Source shall in any way affect the liability of Wireless Age, either with
      respect to a transaction occurring before or after any such change and
      SaskTel shall not be concerned to see or enquire into the powers of
      Wireless Source or any of its Directors or other agents acting or
      purporting to act on its behalf and monies, advances, renewals or credits
      in fact borrowed or obtained from SaskTel shall be deemed to be and form
      part of the Indebtedness hereby guaranteed, notwithstanding that such
      borrowing may be in excess of the powers of Wireless Source or of its
      Directors or other agents aforesaid or be in any way irregular, defective
      or informal.

            


    

     

    
      	
              (h)  

            	
              That
      this Guarantee shall extend to and enure to the benefit of SaskTel and its
      successors and assigns and reference hereunto to the undersigned or to
      Wireless Age is a reference to and shall be construed as including its
      successors and assigns.

            


    

     

    IN WITNESS WHEREOF Wireless
Age has executed this Guarantee as of the 23rd, day of
October, 2008.

     

    WIRELESS AGE COMMUNICATIONS
LTD.

     

     

     

    Per: ______________________________________

     

            Authorized Signing
Officer

     

    


     

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    SCHEDULE
“B”

     

    NOTICES

     

    TO:                      SASKTEL

    Saskatchewan
Telecommunications

    Legal Department

    2121 Saskatchewan Drive

    Regina, Saskatchewan S4P
3Y2

    Attention:  V.P. Corporate
Counsel & Regulatory Affairs

    Fax:  (306)569-8445

     

    


     

    TO:                      Wireless
Source Distribution Ltd.

    1401 Broad Street

    Regina, Saskatchewan

    S4R 1Y8

    Attention:  Allen
Cowie

    Fax:  (306)751-7726

    


    AND
TO:

     

    Wireless
Age Communications Inc. & Wireless Age Communications Ltd.

    3565 King
Road, Suite 102

    King
City, Ontario

    L7B
1M3

    Attention:
Gary Hokkanen

    Fax:
(905) 833-9847

    


    AND TO:

     

    Newlook
Industries Corp.

    144 Front
St. West, Suite 700

    Toronto,
Ontario M5J 2L7

    Attention:
Gary Hokkanen

    Fax:
(647) 722-7363