Letter Agreement dated April 18, 2005



 Exhibit 10.7 
  
 

 
  

			
	J.D. (Dugaid) McPherson	  	Royal Bank of Canada
	Senior Lending Services Officer	  	Commercial Markets, British Columbia
	Commercial Markets – Lending Service Centre	  	36th Floor
	Tel : (604) 665-0451	  	1055 West Georgia Street
	Fax: (604) 665-3838	  	Vancouver, BC V6E 355
	Email: dugaid.mcpherson@rbc.com	  	 

  
 April 18, 2005 
  
 Private and Confidential 
  
 eXi Wireless Inc. 
 Suite 100 
 13551 Commerce Parkway

 Richmond, B.C. 
 V6V 2L1 
  
 Attention: Mr. Nurez Khimji, Chief Financial Officer 
  
 Dear Sirs: 
  
 We are pleased to offer the credit facilities described below (the “Credit Facilities”), subject to the following terms and
conditions. This agreement supersedes and cancels our letter agreement dated April 3, 2003 (the “Cancelled Credit Facility”). In addition, any amount owing by the Borrower to the Bank under the Cancelled Credit Facility is deemed to
be a Borrowing hereunder. 
  
 DEFINITIONS AND SCHEDULES 

 
 The attached schedules are incorporated into this agreement by reference. Schedule
“A” contains definitions of capitalized terms used and not otherwise defined in this agreement. Unless otherwise provided, all dollar amounts are in Canadian currency and accounting terms are to be interpreted in accordance with GAAP.

  
 BORROWER 
  

			
	eXi Wireless Inc.	  	(the “Borrower”)

  
 LENDER 
  

			
	Royal Bank of Canada	  	(the “Bank”)

  
 CREDIT FACILITIES

  
 Facility (1): $1,500,000 revolving demand facility, by way of:

  

	 	(a)	RBP based loans (“RBP Loans”); 












			
	eXi Wireless Inc.	  	April 18, 2005

  


	 	(b)	RBUSBR based loans in US currency (“RBUSBR Loans”); 

  

	 	(c)	Letters of Credit in Canadian currency and US currency (“LCs”); 

  

	 	(d)	Letters of Guarantee in Canadian currency and US currency (“LGs”). 

  
 Each use of the Credit Facilities is a “Borrowing” and all such usages outstanding at any time are
“Borrowings”. Schedule “B” contains notice provisions applicable to Borrowings that must be complied with. Schedule “C” contains terms and conditions applicable to Borrowings made otherwise than by way of RBP
Loans or RBUSBR Loans which must be complied with. 
  
 FEF CONTRACTS

  
 At the Borrower’s request the Bank may enter into Foreign
Exchange Forward Contracts (“FEF Contracts”) with the Borrower from time to time. The Bank makes no commitment to enter into any FEF Contract and may at any time in its sole discretion decline to enter into any FEF Contract. FEF
Contracts will be governed by the terms and conditions set forth in the FEF Contracts Schedule attached hereto. 
  
 TERMS OF OTHER FACILITIES 
  
 The Credit Facilities are in addition to the following: 
  

	 	(a)	corporate VISA to a maximum amount of $50,000 which is governed by this agreement and separate agreements between the Borrower and the Bank. 

  
 In the event of conflict between this agreement and any separate agreement delivered in
connection with any such other facilities, the terms of such separate agreement shall govern. 
  
 PURPOSE 
  
 Facility (1) 
  
 Finance general operating requirements.

  
 AVAILABILITY 
  
 Facility (1) 
  
 The Borrower may borrow, convert, repay and reborrow up to the amount of this revolving
facility, provided: 
  

	 	(a)	the aggregate Borrowings outstanding under this facility (including, without limitation, all LCs and LGs) must not exceed at any time the aggregate of the following, less Potential
Prior-Ranking Claims (the “Borrowing Limit”): 

  

	 	(i)	75% of Good Accounts Receivable; and 

  

	 	(ii)	85% of Good Accounts Receivable supported by EDC Insurance or by similar insurance excluding the entire balance of accounts where any portion exceeds 90 days; and


  

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	 	(iii)	to a maximum of $375,000, 25% of the lesser of cost or net realizable value of Unencumbered Inventory. 

  

	 	(b)	this facility is made available at the sole discretion of the Bank and the Bank may cancel or restrict availability of any unutilized portion of this facility at any time and from
time to time without notice or demand. 

  
 REPAYMENT

  
 Facility (1) 
  
 Borrowings under this facility are expected to revolve with operating requirements.

  
 Notwithstanding compliance with the covenants and all other terms and
conditions of this agreement, and regardless of the maturities of any outstanding instruments or contracts, Borrowings under this facility are repayable on demand and the Bank may terminate this facility at any time, without notice or demand.

  
 Upon demand or termination, the Borrower shall pay to the Bank all Borrowings
outstanding under this facility including, without limitation, an amount equal to the aggregate of the face amounts of all LCs and LGs which are unmatured or unexpired, which amount shall be held by the Bank as security for the Borrower’s
obligations to the Bank in respect of such instruments or contracts. The Bank may enforce its rights to realize upon its security and retain an amount sufficient to secure the Bank for the Borrower’s obligations to the Bank in respect of such
instruments or contracts. 
  
 INTEREST RATES AND FEES 
  
 Facility (1) 
  

			
	RBP Loans:	  	RBP plus 1.0% per annum.
	RBUSBR Loans:	  	RBUSBR plus 1.0% per annum.
	LCs:	  	fee to be quoted by the Bank at the time of issue of each LC.
	LGs:	  	fee to be quoted by the Bank at the time of issue of each LG, subject to a minimum fee of $100 in the currency of issue (where in Canadian currency or US currency) and $100 in Canadian
currency where issued in any other approved currency.

  
 Revolvement Fee 
  
 An administration fee of $100 per month, for
revolving RBP Loans and RBUSBR Loans under Facility (1) is payable monthly in arrears on such date as the Bank may determine. 
  
 CALCULATION AND PAYMENT OF INTEREST AND FEES 
  
 RBP Loans and RBUSBR Loans 
  
 The Borrower shall pay interest on each RBP Loan and RBUSBR Loan, monthly in arrears, on the 21st day of each month. Such interest will be calculated monthly and will
accrue daily on the basis of the actual number of days elapsed and a year of 365 days. Interest on RBUSBR Loans shall be paid in US currency. 
  

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	eXi Wireless Inc.	  	April 18, 2005

  

 LC Fees 
  
 The Borrower shall pay an LC fee on the date of any payment made by the Bank pursuant to a drawing under any LC calculated on the amount
drawn, based upon the number of days the LC was outstanding and a year of 365 days. If the total amount available under any LC has not been drawn prior to the expiry of such LC, the Borrower shall pay an LC fee calculated on the undrawn portion of
such LC on the expiry date thereof, based upon the number of days the LC was outstanding and a year of 365 days. 
  
 LG Fees 
  
 The Borrower shall pay an LG fee on the date of issuance of any LG calculated on the face amount of the LG issued and based on the number of days in the term thereof and
a year of 365 days. 
  
 Limit on Interest

  
 The Borrower shall not be obligated to pay any interest, fees or costs
under or in connection with this agreement in excess of what is permitted by law. 
  
 Overdue Payments 
  
 Any amount that is not paid when due hereunder shall, unless interest is otherwise payable in respect thereof in accordance with the terms of this agreement or the
instrument or contract governing same, bear interest until paid at the rate of RBP plus 5% per annum or, in the case of an amount in US currency, RBUSBR plus 5% per annum. 
  
 Equivalent Yearly Rates 
  
 The annual rates of interest or fees to which the rates calculated in accordance with this agreement are equivalent, are the rates so
calculated multiplied by the actual number of days in the calendar year in which such calculation is made and divided by 365. 
  
 Time and Place of Payment 
  
 Amounts payable by the Borrower hereunder shall be paid at the Branch of Account in the applicable currency. Amounts due on a day other than a Business Day shall be
deemed to be due on the Business Day next following such day. Interest and fees payable under this agreement are payable both before and after any or all of default, maturity date, demand and judgement. 
  
 EXCHANGE RATE FLUCTUATIONS 
  
 If, for any reason, the amount of Borrowings outstanding under any facility, when converted
to the Equivalent Amount in Canadian currency, exceeds the amount available under such facility, the Borrower shall immediately repay such excess or shall secure such excess to the satisfaction of the Bank. 
  
 EVIDENCE OF INDEBTEDNESS 
  
 The Bank shall open and maintain at the Branch of Account accounts and records evidencing
the Borrowings made available to the Borrower by the Bank under this agreement. The Bank shall record the principal amount of each Borrowing, the payment of principal and interest and all other amounts becoming due to the Bank under this agreement.

  

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	eXi Wireless Inc.	  	April 18, 2005

  

 The Bank’s accounts and records constitute, in the absence of manifest error, conclusive evidence of the
indebtedness of the Borrower to the Bank pursuant to this agreement. 
  
 The
Borrower authorizes and directs the Bank to automatically debit, by mechanical, electronic or manual means, any bank account of the Borrower for all amounts payable by the Borrower to the Bank pursuant to this agreement. 
  
 GENERAL ACCOUNT 
  
 The Borrower shall establish current accounts with the Bank in each of Canadian currency and US currency (each a “General
Account”) for the conduct of the Borrower’s day to day banking business. If the balance in a General Account: 
  

	 	(a)	is a credit, the Bank may apply, at any time in its discretion, the amount of such credit or part thereof, rounded to the nearest $10,000 in Canadian currency or US currency, as
applicable, as a repayment of Borrowings outstanding by way of RBP Loans or RBUSBR Loans, as applicable, under Facility (1), or 

  

	 	(b)	is a debit, the Bank may, subject to availability, make available a Borrowing by way of an RBP Loan or RBUSBR Loans, as applicable, under Facility (1) in an amount, rounded to
the nearest $10,000 in Canadian currency or US currency, as applicable, as is required to place the General Account at not less than a zero balance. 

  
 CONDITIONS PRECEDENT 
  
 The availability of any Borrowing is conditional upon the receipt of: 
  

	 	(a)	a duly executed copy of this agreement; 

  

	 	(b)	the security provided for herein, in form and substance satisfactory to the Bank, registered as required to perfect and maintain the security created thereby and such certificates,
authorizations, resolutions and legal opinions as the Bank may reasonably require; and 

  

	 	(c)	such financial and other information or documents relating to the Borrower or Guarantor as the Bank may reasonably require. 

  
 SECURITY 
  
 Security for the Borrowings and all other obligations of the Borrower to the Bank shall include: 
  

	 	(a)	General security agreement on the Bank’s form 924 signed by the Borrower constituting a first ranking security interest in all personal property of the Borrower;


  

	 	(b)	 Guarantee and postponement of claim on the Bank’s form 812 in the amount of $2,000,000 signed by eXi Wireless Systems Inc., supported by a general security




  

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	eXi Wireless Inc.	  	April 18, 2005

  


	 	 
agreement on the Bank’s form 924 constituting a first ranking security interest in all personal property of eXi Wireless Systems Inc.;



  

	 	(c)	Guarantee and postponement of claim on the Bank’s form 812 in the amount of $2,000,000 signed by Houndware Corporation, supported by a general security agreement on the
Bank’s form 924 constituting a first ranking security interest in all personal property of Houndware Corporation. 

  
 REPRESENTATIONS AND WARRANTIES 
  
 Each of the Borrower and Guarantor represents and warrants to the Bank which representations and warranties are deemed to be repeated as at the time of each Borrowing
hereunder. 
  

	 	(a)	it is a corporation duly incorporated, validly existing and duly registered or qualified to carry on business in the Province of British Columbia; 

  

	 	(b)	the execution, delivery and performance by it of this agreement have been duly authorized by all necessary actions and do not violate its constating documents or any Applicable Laws
or agreements to which it is subject or by which it is bound; 

  

	 	(c)	no event has occurred which constitutes, or which, with notice, lapse of time, or both, would constitute, a breach of any covenant or other term or condition of this agreement or
any security agreement given in connection therewith; 

  

	 	(d)	no event has occurred which constitutes a material adverse change in the company’s management or financial status. 

  
 REPORTING COVENANTS 
  
 The Borrower covenants and agrees with the Bank, while this agreement is in effect, to
provide the Bank with: 
  

	 	(a)	monthly Borrowing Limit Certificate, including aged listing of accounts receivable, substantially in the form of Schedule “D”, within 30 days of each month end;


  

	 	(b)	monthly aged listing of accounts receivable for eXi Wireless Systems Inc. and Houndware Corporation; 

  

	 	(c)	quarterly unit financial statements for the Borrower within 45 days of each fiscal quarter end; 

  

	 	(d)	quarterly consolidated financial statements for the Borrower and Guarantors with comparisons to budget within 45 days of each fiscal quarter end; 

  

	 	(e)	annual audited consolidated financial statements for the Borrower and Guarantors, within 90 days of each fiscal year end; 

  

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	 	(f)	annual forecasted balance sheet and income and cash flow statements from the Borrower, prepared on a quarterly basis for the next following fiscal year, within 90 days of each
fiscal year end; 

  

	 	(g)	The Borrower and Guarantors covenant and agree with the Bank, while this agreement is in effect, to provide the Bank with a one-time Transition Certificate substantially in the form
of Schedule “E” signed by an authorized signing officer of the Borrower and Guarantors, certifying transition under the Business Corporations Act (B.C.), together with a copy of the Borrower’s transition application and a true copy of
the current Articles, within 30 days of transition filing, and not later than April 28, 2006; 

  

	 	(h)	such other financial and operating statements and reports as and when the Bank may reasonably require. 

  
 GENERAL COVENANTS 
  
 The Borrower covenants and agrees with the Bank, while this agreement is in effect: 
  

	 	(a)	to pay all sums of money when due by it under this agreement; 

  

	 	(b)	to provide the Bank with prompt written notice of any event which constitutes, or which, with notice, lapse of time, or both, would constitute a breach of any covenant or other term
or condition of this agreement or any security agreement given in connection therewith; 

  

	 	(c)	to keep its assets fully insured against such perils and in such manner as would be customarily insured by companies carrying on a similar business or owning similar assets;


  

	 	(d)	if the Borrower owns any commercial buildings located in Metropolitan Vancouver, the Lower Fraser Valley, Metropolitan Victoria or Saanich Peninsula, then, in addition to
(c) above, the Borrower shall insure and keep fully insured such commercial buildings against risk of earthquake; 

  

	 	(e)	to file all material tax returns which are to be filed by it from time to time, to pay or make provision for payment of all taxes (including interest and penalties) and Potential
Prior-Ranking Claims when due, and to provide adequate reserves for the payment of any tax, the payment of which is being contested; 

  

	 	(f)	to comply in all material respects with all Applicable Laws including, without limitation, all Environmental Laws; 

  

	 	(g)	not to, without the prior written consent of the Bank, grant, create, assume or suffer to exist any mortgage, charge, lien, pledge, security interest or other encumbrance affecting
any of its properties, assets or other rights; 

  

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	eXi Wireless Inc.	  	April 18, 2005

  


	 	(h)	not to, without the prior written consent of the Bank, sell, transfer, convey, lease or otherwise dispose of any of its properties or assets other than in the ordinary course of
business and on commercially reasonable terms; 

  

	 	(i)	not to, without the prior written consent of the Bank, guarantee or otherwise provide for, on a direct, indirect or contingent basis, the payment of any monies or performance of any
obligations by any other Person, except as may be provided for herein; 

  

	 	(j)	not to, without the prior written consent of the Bank, merge, amalgamate, or otherwise enter into any other form of business combination with any other Person;


  

	 	(k)	to provide the Bank with prompt written notice of any non-compliance by the Borrower with any Environmental Laws or any Release from the land of the Borrower of a Contaminant into
the natural environment and to indemnify and save harmless the Bank from all liability of loss as a result of an Environmental Activity or any non-compliance with any Environmental Law; 

  

	 	(l)	to permit the Bank or its representatives, from time to time, to visit and inspect the Borrower’s premises, properties and assets and examine and obtain copies of the
Borrower’s records or other information and discuss the Borrower’s affairs with the auditors, counsel and other professional advisers of the Borrower. 

  
 SUCCESSORS AND ASSIGNS 
  
 This agreement shall be binding upon and enure to the benefit of the parties and their respective successors and permitted assigns. 
  
 The Bank may assign all or part of its rights and obligations under this agreement to any
Person. The rights and obligations of the Borrower under this agreement may not be assigned without the prior written consent of the Bank. 
  
 The Bank may disclose to potential or actual assignees confidential information regarding the Borrower (including, any such information provided by the Borrower to the
Bank) and shall not be liable for any such disclosure. 
  
 GENERAL

  
 Expenses 
  
 The Borrower agrees to pay all fees (including legal fees), costs and expenses incurred by
the Bank in connection with the preparation, negotiation and documentation of this agreement and the security provided for herein and the operation or enforcement of this agreement and the security provided for herein. 
  

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	eXi Wireless Inc.	  	April 18, 2005

  

 Review 
  
 The Bank may conduct periodic reviews of the affairs of the Borrower, as and when determined by the Bank, for the purpose of evaluating the
financial condition of the Borrower. The Borrower shall make available to the Bank such financial statements and other information and documentation as the Bank may reasonably require and shall do all things reasonably necessary to facilitate such
review by the Bank. 
  
 Potential
Prior-Ranking Claims 
  
 The Borrower hereby grants its consent (such grant
to remain in force as long as this agreement is in effect or any Borrowings are outstanding) to any Person having information relating to any Potential Prior-Ranking Claim arising by any law, statute, regulation or otherwise and including, without
limitation, claims by or on behalf of government to release such information to the Bank at any time upon its written request for the purpose of assisting the Bank to evaluate the financial condition of the Borrower. 
  
 Set Off 
  
 The Bank is authorized, but not obligated, at any time, to apply any credit balance, whether
or not then due, to which the Borrower is entitled on any account in any currency at any branch or office of the Bank in or towards satisfaction of the obligations of the Borrower due to the Bank under this agreement. The Bank is authorized to use
any such credit balance to buy such other currencies as may be necessary to effect such application. 
  
 Non-Merger 
  
 The provisions of this agreement shall not merge with any security provided to the Bank, but shall continue in full force for the benefit of the parties hereto.

  
 Amendments and Waivers 
  
 No amendment or waiver of any provision of this agreement will be effective unless it is in
writing signed by the Borrower and the Bank. No failure or delay, on the part of the Bank, in exercising any right or power hereunder or under any security document shall operate as a waiver thereof. The Guarantor agrees that the amendment or waiver
of any provision of this agreement (other than agreements, covenants or representations expressly made by the Guarantor herein, if any) may be made without and does not require the consent or agreement of, or notice to, the Guarantor. 
  
 Severability 
  
 If any provision of this agreement is or becomes prohibited or unenforceable in any
jurisdiction, such prohibition or unenforceability shall not invalidate or render unenforceable the provision concerned in any other jurisdiction nor invalidate, affect or impair any of the remaining provisions of this agreement. 
  
 Life Insurance Options 
  
 The Borrower acknowledges that Borrowings are not insured under the Bank’s Business
Loan Insurance Program. 
  

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	eXi Wireless Inc.	  	April 18, 2005

  

 Judgement Currency 
  
 If for the purpose of obtaining judgement in any court in any jurisdiction with respect to
this agreement, it is necessary to convert into the currency of such jurisdiction (the “Judgement Currency”) any amount due hereunder in any currency other than the Judgement Currency, then conversion shall be made at the rate of exchange
prevailing on the Business Day before the day on which judgement is given. For this purpose “rate of exchange” means the rate at which the Bank would, on the relevant date, be prepared to sell a similar amount of such currency in the
Toronto foreign exchange market, against the Judgement Currency, in accordance with normal banking procedures. 
  
 In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which judgement is given and the date of payment of the amount due, the Borrower will, on the date of
payment, pay such additional amounts as may be necessary to ensure that the amount paid on such date is the amount in the Judgement Currency which, when converted at the rate of exchange prevailing on the date of payment, is the amount then due
under this agreement in such other currency together with interest at RBP and expenses (including legal fees on a solicitor and client basis). Any additional amount due from the Borrower under this section will be due as a separate debt and shall
not be affected by judgement being obtained for any other sums due under or in respect of this agreement. 
  
 Governing Law 
  
 This agreement shall be construed in accordance with and governed by the laws of the Province of British Columbia and of Canada applicable therein. 
  
 Whole Agreement 
  
 This agreement, the security and any other written agreement delivered pursuant to or
referred to in this agreement constitute the whole and entire agreement between the parties in respect of the Credit Facilities. There are no verbal agreements, undertakings or representations in connection with the Credit Facilities. 
  
 Joint and Several 
  
 Where more than one Person is liable as Borrower or Guarantor for any obligation under this
agreement, then the liability of each such Person for such obligation is joint and several with each other such Person. 
  
 Time 
  
 Time shall be of the essence in all provisions of this agreement. 
  
 Acceptance 
  
 This offer is open for acceptance until May 18, 2005, after which date it will be null and void, unless extended in writing by the Bank. 
  

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	eXi Wireless Inc.	  	April 18, 2005

  

 Please confirm your acceptance of this agreement by signing the attached copy of this letter in the space provided
below and returning it to the undersigned. 
  

	
	 Yours truly,

	
	/s/    J.D. (DUGAID)
MCPHERSON        

  
 We acknowledge and accept the
foregoing terms and conditions as of 5/5, 2005. 
  

			
	eXi Wireless Inc.
		
	By:	 	/s/    NUREZ KHIMJI        
	 Name:
	 	Nurez Khimji
	 Title:
	 	CFO
		
	By:	 	/s/    MALIK Z. TALIB        
	 Name:
	 	Malik Z. Talib
	 Title:
	 	Executive Vice President

  
 I/We
have authority to bind the corporation. 
  
 We acknowledge and confirm our
agreement with the foregoing terms and conditions, as Guarantor, as of 5/5, 2005. 
  

			
	eXi Wireless Systems Inc.
		
	By:	 	/s/    NUREZ KHIMJI        
	 Name:
	 	Nurez Khimji
	 Title:
	 	Officer / Secretary
		
	By:	 	/s/    MALIK Z. TALIB        
	 Name:
	 	Malik Z. Talib
	 Title:
	 	Executive Vice President

  
 I/We have authority to bind the
corporation. 
  

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	eXi Wireless Inc.	  	April 18, 2005

  

 We acknowledge and confirm our agreement with the foregoing terms and conditions, as Guarantor, as of 5/5,
2005. 
  

			
	Houndware Corporation
		
	By:	 	/s/    NUREZ KHIMJI        
	 Name:
	 	Nurez Khimji
	 Title:
	 	Officer / Secretary
		
	By:	 	/s/    MALIK Z. TALIB        
	 Name:
	 	Malik Z. Talib
	 Title:
	 	Executive Vice President

  
 I/We
have authority to bind the corporation. 
  

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	eXi Wireless Inc.	  	April 18, 2005

  

 Schedule “A” to the agreement dated April 18, 2005, between eXi Wireless Inc., as Borrower, and Royal
Bank of Canada, as the Bank. 
  
 DEFINITIONS

  
 For the purpose of this agreement, the following terms and phrases shall
have the following meanings: 
  
 “Applicable Laws” means, with
respect to any Person, property, transaction or event, all present or future Applicable Laws, statutes, regulations, rules, orders, codes, treaties, conventions, judgements, awards, determinations and decrees of any governmental, regulatory, fiscal
or monetary body or court of competent jurisdiction in any applicable jurisdiction; 
  
 “Branch of Account” means the branch of the Bank at which the Borrower’s accounts are maintained. As at the date of this agreement, the “Branch of Account” is the Bank’s branch at 1025 West
Georgia Street, Vancouver, B.C. V6E 3N9; 
  
 “Business Day” means
a day, excluding Saturday, Sunday and any other day which shall be a legal holiday or a day on which banking institutions are closed in the province of the Branch of Account; 
  
 “Contaminant” includes, without limitation, any pollutant, dangerous substance, liquid waste, industrial waste, hazardous
material, hazardous substance or contaminant including any of the foregoing as defined in any Environmental Law; 
  
 “Environmental Activity” means any activity, event or circumstance in respect of a Contaminant, including, without limitation, its storage, use, holding,
collection, purchase, accumulation, assessment, generation, manufacture, construction, processing, treatment, stabilization, disposition, handling or transportation, or its Release into the natural environment, including movement through or in the
air, soil, surface water or groundwater; 
  
 “Environmental Laws”
means all Applicable Laws relating to the environment or occupational health and safety, or any Environmental Activity; 
  
 “Equivalent Amount” means, with respect to an amount of any currency, the amount of any other currency required to purchase that amount of the first
mentioned currency through the Bank in Toronto, in accordance with normal banking procedures; 
  
 “Foreign Exchange Forward Contract” or “FEF Contract” means a currency exchange transaction or agreement or any option with respect to any such transaction now existing or hereafter
entered into between the Borrower and the Bank; 
  
 “GAAP” means,
generally accepted accounting principles in effect from time to time in Canada applied in a consistent manner from period to period; 
  
 “Good Accounts Receivable” means accounts receivable of the Borrower excluding (i) the entire amount of accounts, any portion of which is
outstanding more than 60 days after billing date, provided that the under 60 day portion may be included where the Bank has designated 












			
	eXi Wireless Inc.	  	April 18, 2005

  

 
such portion as nevertheless good, (ii) the entire amount of insured accounts, any portion of which is outstanding more than 90 days after billing date,
provided that the under 90 day portion may be included where the Bank has designated such portion as nevertheless good, (iii) all amounts due from any affiliate, (iv) bad or doubtful accounts, (v) accounts subject to any security
interest or other encumbrance ranking or capable of ranking in priority to the Bank’s security, (vi) the amount of all holdbacks, contra accounts or rights of set-off on the part of any account debtor, or (vii) any accounts which the
Bank has previously advised to be ineligible; 
  
 “Letter of Credit”
or “LC” means a documentary credit issued by the Bank on behalf of the Borrower for the purpose of paying suppliers of goods; 
  
 “Letter of Guarantee” or “LG” means a documentary credits issued by the Bank on behalf of the Borrower for the purpose of
providing security to a third party that the Borrower or a person designated by the Borrower will perform a contractual obligation owed to such third party. 
  
 “Person” includes an individual, a partnership, a joint venture, a trust, an unincorporated organization, a company, a corporation, an association, a
government or any department or agency thereof, and any other incorporated or unincorporated entity; 
  
 “Potential Prior-Ranking Claims” means all amounts owing or required to be paid, where the failure to pay any such amount could give rise to a claim pursuant to any law, statute, regulation or
otherwise, which ranks or is capable of ranking in priority to the Bank’s security or otherwise in priority to any claim by the Bank for repayment of any amounts owing under this agreement; 
  
 “RBP” and “Royal Bank Prime” each means the annual rate of
interest announced by the Bank from time to time as being a reference rate then in effect for determining interest rates on commercial loans made in Canadian currency in Canada; 
  
 “RBUSBR” and “Royal Bank US Base Rate” each means the annual rate of interest announced by the Bank from
time to time as a reference rate then in effect for determining interest rates on commercial loans made in US currency in Canada; 
  
 “Release” includes discharge, spray, inject, inoculate, abandon, deposit, spill, leak, seep, pour, emit, empty, throw, dump, place and exhaust, and when
used as a noun has a similar meaning; 
  
 “Unencumbered Inventory”
means inventory of the Borrower which is not subject to any security interest or other encumbrance or any other right or claim which ranks or is capable of ranking in priority to the Bank’s security including, without limitation, rights of
unpaid suppliers under the Bankruptcy and Insolvency Act, Canada, to repossess inventory within 30 days after delivery; 
  
 “US” means United States of America. 
  

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	eXi Wireless Inc.	  	April 18, 2005

  

 Schedule “B” to the agreement dated April 18, 2005, between eXi Wireless Inc., as Borrower, and Royal
Bank of Canada, as the Bank. 
  
 NOTICE
REQUIREMENTS 
  
 Notice Requirements for Loans:

  

			
	 Amount

	  	Prior Notice


	 Under $10,000,000, Canadian or US currency
	  	By 10:00 a.m. on the day of Borrowing

  
 Schedule “C” to the
agreement dated April 18, 2005, between eXi Wireless Inc., as Borrower, and Royal Bank of Canada, as the Bank. 
  
 BORROWING CONDITIONS 
  
 Borrowings made otherwise than by way of RBP Loans or RBUSBR Loans will be subject to the following terms and conditions; 
  
 LCs or LGs: 
  

	 	(a)	each LC and LG shall expire on a Business Day and shall have a term of not more than 365 days; 

  

	 	(b)	at least 2 Business Days prior to the issue of an LC or LG, the Borrower shall execute a duly authorized application with respect to such LC or LG and each LC and LG shall be
governed by the terms and conditions of the relevant application for such contract: 

  

	 	(c)	an LC or LG may not be revoked prior to its expiry date unless the consent of the beneficiary of the LC or LG has been obtained; and 

  

	 	(d)	if there is any inconsistency at any time between the terms of this agreement and the terms of the application for LC or LG, the terms of the application for LC or LG shall govern.


  

 Page 3 










			
	eXi Wireless Inc.	  	April 18, 2005

  

 Schedule “D” to the agreement dated April 18, 2005, between eXi Wireless Inc., as Borrower, and Royal
Bank of Canada, as the Bank. 
  
 BORROWING
LIMIT CERTIFICATE 
  
 I,
                                        
                        , the
                                 [insert title] of eXi Wireless Inc. (the
“Borrower”) hereby certify as of
                                        
[insert last day of month]: 
  

	1.	I am familiar with and have examined the provisions of the letter agreement (the “Agreement”) dated April 18, 2005, between eXi Wireless Inc., as Borrower, and Royal
Bank of Canada (the “Bank”), as the Bank, and have made reasonable investigations of corporate records and inquiries of other officers and senior personnel of the Borrower. Terms defined in the Agreement have the same meanings where used
in this certificate. 

  

	2.	The Borrowing Limit is $                        ,
calculated as follows: 

  

							
	 total accounts receivables
	  	 	  	    $                    
	 Less:
	  	 (a)    accounts, any portion of which exceeds 60 days
	  	($                    )	  	 
	 	  	 (b)    accounts due from affiliates
	  	($                    )	  	 
	 	  	 (c)    “Under 60 days” accounts where collection is suspect
	  	($                    )	  	 
	 	  	 (d)    accounts subject to prior encumbrances
	  	($                    )	  	 
	 	  	 (e)    Holdbacks, contra-accounts or rights of set-off
	  	($                    )	  	 
	 	  	 (f)     other ineligible accounts
	  	($                    )	  	 
	 Plus:
	  	 (g)    Under 60 day portion of accounts included in (a) above, which the Bank has designated as nevertheless
good
	  	$                     	  	 
	 Good Accounts Receivable
	  	 	  	A $                    
	 marginable accounts receivable at 75% of A
	  	 	  	B $                    
	 total insured accounts receivables
	  	 	  	    $                    
	 Less: insured accounts, any portion of which exceeds 90 days
	  	($                    )	  	 
	 Plus: Under 60 day portion of accounts included above, which the Bank has designated as nevertheless good
	  	$                     	  	 
	 Good Insured Accounts Receivable
	  	 	  	C $                    

  

 Page 4 










			
	eXi Wireless Inc.	  	April 18, 2005

  


					
	 marginable insured accounts receivable at 85% of C
	  	 	  	D $                    
	 total inventory (valued at lesser of cost or net realizable value)
	  	 	  	$                    
	 Less: (a)    inventory subject prior encumbrances
	  	($                    )	  	 
	 (b)    inventory subject to 30 day supplier payables
	  	($                    )	  	 
	 (c)    other non-qualifying inventory
	  	($                    )	  	 
	 Unencumbered Inventory
	  	($                    )	  	E $                    
	 marginable inventory at 25% of E (Max. $375,000)
	  	 	  	F $                    
	 Less: Potential Prior-Ranking claims
	  	G $                     	  	 
	 Borrowing Limit (B + D + F - G)
	  	 	  	$                    
	 Less: Facility (1) Borrowings (including LCs and LGs)
	  	($                    )	  	 
	 Margin Surplus (Deficit)
	  	 	  	$                    

  

	3.	Annexed hereto are the following reports in respect of the Borrower: 

  

	 	(a)	aged list of accounts receivable, 

  

	 	(b)	status of inventory, 

  

	 	(c)	listing of Potential Prior-Ranking Claims, and 

  

	 	(d)	listing of supplier payables having 30 day repossession rights over inventory. 

  

	4.	The reports and information provided herewith are accurate and complete in all respects and all amounts certified as Potential Prior-Ranking Claims are current amounts owing and not
in arrears. 

  
 Dated this
                 day of
                            , 20    . 
  

			
		
	Per:	 	 
	 Name:
	 	 
	 Title:
	 	 

  

 Page 5 








 Schedule “E” to the agreement dated April 18, 2005, between eXi Wireless Inc., as Borrower, and Royal Bank
of Canada, as the Bank. 
  
 CERTIFICATE 

 

	TO:	Royal Bank of Canada 

  

	RE:	Transition under the Business Corporations Act (B.C.) 

  

					
	 I, the undersigned
	 	CFO	 	of eXi Wireless Inc. (the “Company”), hereby certify that:
	 	 	[President, Secretary, etc.]	 	 

  

	 	1.	The Company filed a transition application, as required under s. 436 of the Business Corporations Act, S.B.C. 2002, c. 57, on
                                        
                    , 200    . 

  

	 	2.	Attached is: 

  

	 	(a)	a copy of the Company’s transition application (including the Company’s Notice of Articles), certified by the Registrar of Companies in Victoria, B.C.; and


  

	 	(b)	a true copy of the Company’s current Articles. 

  

	 	3.	There are no provisions in the Notice of Articles or Articles of the Company or in any shareholders’ agreement that restrict or limit the powers of the directors of the Company
to borrow money, to issue, reissue, sell or pledge debt obligations of the Company, to guarantee the obligations of others, to mortgage, charge or otherwise create a security interest in any property of the Company to secure any obligations of the
Company (including obligations under a guarantee), or to delegate such powers to one or more directors, officers or other persons. 

  

			
	 Dated 5/5, 2005.

	
	/s/    NUREZ
KHIMJI        
	 Title:
	 	CFO

  

									
	 	 	 	 	Should you have any questions on the attached documents, please contact the above signed at:
			
	 BANK USE:
	 	 	 	 Phone # (604) 303-6353

			
	 SRF Ø
	 	 	 	 Company Address

				
	 	 	 	 	 	 	 
				
	 AM/LSO reviewed
	 	 	 	 	 	 












			
	eXi Wireless Inc.	  	April 18, 2005

  

 FEF CONTRACTS SCHEDULE 
  
 Conditions Applicable to FEF Contracts 
  
 At the Borrower’s request, the Bank may agree to enter into FEF Contracts with the
Borrower from time to time. The Borrower acknowledges that the Bank makes no formal commitment herein to enter into any FEF Contract and the Bank may, at any time and at all times, in its sole and absolute discretion, accept or reject any request by
the Borrower to enter into a FEF Contract. If the Bank does enter into a FEF Contract with the Borrower, it will do so subject to the following: 
  

	 	(a)	the Borrower shall promptly issue or countersign and return a confirmation or acknowledgement of the terms of each such FEF Contract as required by the Bank;


  

	 	(b)	the Borrower shall, if required by the Bank, promptly enter into a Foreign Exchange and Options Master Agreement or such other agreement in form and substance satisfactory to the
Bank to govern the FEF Contract(s); 

  

	 	(c)	in the event of demand for payment under the agreement of which this schedule forms a part, the Bank may terminate all or any FEF Contracts. If the agreement governing any FEF
Contract does not contain provisions governing termination, any such termination shall be effected in accordance with customary market practice. The Bank’s determination of amounts owing under any terminated FEF Contract shall be conclusive in
the absence of manifest error. The Bank shall apply any amount owing by the Bank to the Borrower on termination of any FEF Contract against the Borrower’s obligations to the Bank under the agreement and any amount owing to the Bank by the
Borrower on such termination shall be added to the Borrower’s obligations to the Bank under the agreement and secured by the Bank’s security; 

  

	 	(d)	the Borrower shall pay all required fees in connection with any FEF Contracts and indemnify and hold the Bank harmless against any loss, cost or expense incurred by the Bank in
relation to any FEF Contract; 

  

	 	(e)	any rights of the Bank herein in respect of any FEF Contract are in addition to and not in limitation of or substitution for any rights of the Bank under any agreement governing
such FEF Contract. In the event that there is any inconsistency at any time between the terms hereof and any agreement governing such FEF Contract, the terms of such agreement shall prevail; and 

  

	 	(f)	in addition to any security which may be held at any time in respect of any FEF Contract, upon request by the Bank from time to time, the Borrower will deliver to the Bank such
security as is acceptable to the Bank as continuing collateral security for the Borrower’s obligations to the Bank in respect of FEF Contracts.