ex10.1


    EXHIBIT
      10.1

     

    


     

    


     

    


     

    CANCABLE
      INC.

     

    CANCABLE
      HOLDING CORP.

     

    SECURITIES
      PURCHASE AGREEMENT

     

    December
      31, 2005

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE
      OF CONTENTS

    

      
        	 	 	
                Page
                  No.

              
	
                1.    Agreement
                  to Issue and Acquire.

              	
                1

              
	 	 
	
                2.    Fees
                  and Option.

              	
                1

              
	 	 
	
                3.    Closing,
                  Delivery and Payment.

              	
                2

              
	
                3.1

              	
                Closing.

              	
                2

              
	
                3.2

              	
                Delivery.

              	
                2

              
	 	 
	
                4.    Representations
                  and Warranties of the Company.

              	
                3

              
	
                4.1

              	
                Organization,
                  Good Standing and Qualification.

              	
                3

              
	
                4.2

              	
                Subsidiaries.

              	
                3

              
	
                4.3

              	
                Capitalization;
                  Voting Rights.

              	
                4

              
	
                4.4

              	
                Authorization;
                  Binding Obligations.

              	
                5

              
	
                4.5

              	
                Liabilities.

              	
                5

              
	
                4.6

              	
                Agreements;
                  Action.

              	
                5

              
	
                4.7

              	
                Obligations
                  to Related Parties.

              	
                7

              
	
                4.8

              	
                Changes.

              	
                8

              
	
                4.9

              	
                Title
                  to Properties and Assets; Liens, Etc.

              	
                9

              
	
                4.10

              	
                Intellectual
                  Property.

              	
                10

              
	
                4.11

              	
                Compliance
                  with Other Instruments.

              	
                10

              
	
                4.12

              	
                Litigation.

              	
                11

              
	
                4.13

              	
                Tax
                  Returns and Payments.

              	
                11

              
	
                4.14

              	
                Employees.

              	
                12

              
	
                4.15

              	
                Registration
                  Rights and Voting Rights.

              	
                13

              
	
                4.16

              	
                Compliance
                  with Laws; Permits.

              	
                13

              
	
                4.17

              	
                Environmental
                  and Safety Laws.

              	
                13

              
	
                4.18

              	
                Valid
                  Offering.

              	
                14

              
	
                4.19

              	
                Full
                  Disclosure.

              	
                14

              
	
                4.20

              	
                Insurance.

              	
                14

              
	
                4.21

              	
                Financial
                  Statements.

              	
                14

              
	
                4.22

              	
                Dilution.

              	
                15

              
	
                4.23

              	
                Patriot
                  Act.

              	
                15

              
	
                4.24

              	
                ERISA.

              	
                15

              
	
                4.25

              	
                Bank
                  Accounts.

              	
                16

              
	 	 
	
                5.    Representations
                  and Warranties of the Purchaser.

              	
                16

              
	
                5.1

              	
                No
                  Shorting.

              	
                16

              
	
                5.2

              	
                Requisite
                  Power and Authority.

              	
                16

              
	
                5.3

              	
                Investment
                  Representations.

              	
                17

              
	
                5.4

              	
                Purchaser
                  Bears Economic Risk.

              	
                18

              
	
                5.5

              	
                Acquisition
                  for Own Account.

              	
                18

              
	
                5.6

              	
                Purchaser
                  Can Protect Its Interest.

              	
                18

              
	
                5.7

              	
                Legends.

              	
                18

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      
        	
                6.    Covenants
                  of the Company.

              	
                19

              
	
                6.1

              	
                Stop-Orders.

              	
                19

              
	
                6.2

              	
                Use
                  of Funds.

              	
                19

              
	
                6.3

              	
                Access
                  to Facilities.

              	
                19

              
	
                6.4

              	
                Taxes.

              	
                20

              
	
                6.5

              	
                Insurance.

              	
                21

              
	
                6.6

              	
                Intellectual
                  Property.

              	
                22

              
	
                6.7

              	
                Properties.

              	
                22

              
	
                6.8

              	
                Confidentiality.

              	
                23

              
	
                6.9

              	
                Required
                  Approvals.

              	
                23

              
	
                6.10

              	
                Opinion.

              	
                24

              
	
                6.11

              	
                Margin
                  Stock.

              	
                25

              
	
                6.12

              	
                Financing
                  Right of First Refusal.

              	
                25

              
	
                6.13

              	
                Account
                  Agreements.

              	
                26

              
	 	 
	
                7.    Covenants
                  of the Purchaser.

              	
                26

              
	
                7.1

              	
                Confidentiality.

              	
                26

              
	
                7.2

              	
                Non-Public
                  Information.

              	
                27

              
	
                7.3

              	
                Limitation
                  on Acquisition of Common Stock of the Company.

              	
                27

              
	 	 
	
                8.    Covenants
                  of the Company and Purchaser Regarding Indemnification.

              	
                27

              
	
                8.1

              	
                Company
                  Indemnification.

              	
                27

              
	
                8.2

              	
                Purchaser’s
                  Indemnification.

              	
                27

              
	
                8.3

              	
                Offering
                  Restrictions.

              	
                28

              
	 	 
	
                9.    Miscellaneous.

              	
                28

              
	
                9.1

              	
                Governing
                  Law.

              	
                28

              
	
                9.2

              	
                Survival.

              	
                29

              
	
                9.3

              	
                Successors.

              	
                29

              
	
                9.4

              	
                Entire
                  Agreement; Maximum Interest.

              	
                29

              
	
                9.5

              	
                Severability.

              	
                29

              
	
                9.6

              	
                Amendment
                  and Waiver.

              	
                29

              
	
                9.7

              	
                Delays
                  or Omissions.

              	
                30

              
	
                9.8

              	
                Notices.

              	
                30

              
	
                9.9

              	
                Attorneys’
                  Fees.

              	
                31

              
	
                9.10

              	
                Titles
                  and Subtitles.

              	
                31

              
	
                9.11

              	
                Facsimile
                  Signatures; Counterparts.

              	
                31

              
	
                9.12

              	
                Broker’s
                  Fees.

              	
                31

              
	
                9.13

              	
                Construction.

              	
                32

              
	
                9.14

              	
                Currency
                  Indemnity.

              	
                32

              
	
                Exhibit
                  “A” FORM OF NOTE

              	
                34

              
	
                Exhibit
                  “B” FORM OF OPTION

              	
                35

              
	
                Exhibit
                  “C” FORM OF TAX OPINION

              	
                36

              
	
                Exhibit
                  “D” FORM OF OPINION

              	
                37

              
	
                Exhibit
                  “E” FORM OF ESCROW AGREEMENT

              	
                38

              


      

    

    


     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

    


    SECURITIES
      PURCHASE AGREEMENT

     

    THIS
      SECURITIES PURCHASE AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of December 31, 2005, by and among CANCABLE
      INC.
      an
      Ontario Corporation, (the “Company”)
      and
CANCABLE
      HOLDING CORP.,
      a
      Delaware corporation (“Cancable
      Parent”),
      and
LAURUS
      MASTER FUND, LTD.,
      a
      Cayman Islands company (the “Purchaser”).

     

    RECITALS:

     

    WHEREAS,
      the
      Company has authorized the sale to the Purchaser of a Secured Term Note in
      the
      aggregate principal amount of Six Million Eight Hundred Sixty-Five Thousand
      Dollars in lawful money of the United States (USD6,865,000) (as amended,
      modified or supplemented from time to time, the “Note”);

     

    WHEREAS,
      Cancable Parent wishes to issue an option (as amended, modified or supplemented
      from time to time, the “Option”)
      to the
      Purchaser to purchase up to 49% of the common stock of Cancable Parent (subject
      to adjustment as set forth therein), in connection with Purchaser’s purchase of
      the Note;

     

    WHEREAS,
      Purchaser desires to acquire the Note and the Option on the terms and conditions
      set forth herein; and

     

    WHEREAS,
      the
      Company desires to issue the Note and Cancable Parent desires to issue and
      sell
      the Option to Purchaser on the terms and conditions set forth
      herein.

     

    AGREEMENT:

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing recitals and the mutual promises,
      representations, warranties and covenants hereinafter set forth and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    
      	1.  	
              Agreement
                to Issue and Acquire. 

            


    

     

    Pursuant
      to the terms and conditions set forth in this Agreement, on the Closing Date
      (as
      defined in Section 3),
      the
      Company shall issue to the Purchaser, and the Purchaser shall acquire from
      the
      Company the Note. The offer and issuance of the Note purchased on the Closing
      Date shall be known as the “Offering”.
      A form
      of the Note is annexed hereto as Exhibit “A”. The Note will mature on the
      Maturity Date (as defined in the Note). Collectively, the Note and the Option
      are referred to as the “Securities”.

     

    
      	2.  	
              Fees
                and Option.

            


    

     

    On
      the
      Closing Date:

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	(a)  	
              Cancable
                Parent will issue and deliver to the Purchaser the Option. The Option
                must
                be delivered on the Closing Date. A form of the Option is annexed
                hereto
                as Exhibit B. All the representations, covenants, warranties,
                undertakings, and indemnification, and other rights made or granted
                to or
                for the benefit of the Purchaser by the Company are hereby also made
                and
                granted in respect of the Option and shares of the Company’s Common Stock
                issuable upon exercise of the Option (the “Option
                Shares”).

            


    

     

    
      	(b)  	
              Subject
                to the terms of Section 2(d)
                below, the Company shall pay to Laurus Capital Management, LLC, the
                manager of the Purchaser, a closing payment in an amount equal to
                three
                and one-half percent (3.50%) of the aggregate principal amount of
                the
                Note. The foregoing fee is referred to herein as the “Closing
                Payment”.

            


    

     

    
      	(c)  	
              The
                Company shall reimburse the Purchaser for its reasonable expenses
                (including legal fees and expenses) incurred in connection with the
                preparation and negotiation of this Agreement and the Related Agreements
                (as hereinafter defined), and expenses incurred in connection with
                the
                Purchaser’s due diligence review of the Company and its Subsidiaries (as
                defined in Section 6.5)
                and all related matters. Amounts required to be paid under this Section
                2(c)
                will be paid on the Closing Date and shall be USD15,000 (plus any
                amounts
                charged by the Purchaser’s local Canadian counsel and/or related to
                registration and filing expenses in connection with the granting
                and
                perfection of the Purchaser’s security interests) for such expenses
                referred to in this Section 2(c).

            


    

     

    
      	(d)  	
              The
                Closing Payment and the expenses referred to in the preceding clause
                (c)
                shall be paid at Closing (as defined below) out of funds held pursuant
                to
                the Escrow Agreement (as defined below) and a disbursement letter
                (the
                “Disbursement
                Letter”).

            


    

     

    
      	3.  	
              Closing,
                Delivery and Payment.

            


    

     

    
      	3.1  	
              Closing. 

            


    

     

    Subject
      to the terms and conditions herein, the closing of the transactions contemplated
      hereby (the “Closing”),
      shall
      take place on the date hereof, at such time or place as the Company and
      Purchaser may mutually agree (such date is hereinafter referred to as the
“Closing
      Date”).
      The
      Company acknowledges that the Purchaser’s obligation to fund the purchase price
      for the Note is conditioned upon the Company’s satisfaction of the items and
      matters contained in the closing checklist to be supplied by the Purchaser
      to
      the Company.

     

    
      	3.2  	
              Delivery. 

            


    

     

    Pursuant
      to the Escrow Agreement, at the Closing on the Closing Date, the Company and
      Cancable Parent will deliver to the Purchaser, among other things, the Note
      and
      the Option and the Purchaser will deliver to the Company, among other things,
      the amounts set forth in the Disbursement Letter, by certified funds or wire
      transfer.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	4.  	
              Representations
                and Warranties of the Company. 

            


    

     

    Each
      of
      the Company and Cancable Parent hereby represents and warrants to the Purchaser
      as follows (it being acknowledged and agreed that each representation and
      warranty made hereunder gives effect to the acquisition of all of the issued
      and
      outstanding shares of the Company by Cancable Parent and, to the extent
      applicable thereto, each representation and warranty made hereunder shall be
      deemed to make reference to the transactions contemplated by this Agreement
      and
      all Related Agreements).

     

    
      	4.1  	
              Organization,
                Good Standing and Qualification. 

            


    

     

    Each
      of
      the Company, Cancable Parent, and each of their respective Subsidiaries is
      a
      corporation, partnership or limited liability company, as the case may be,
      duly
      organized, validly existing and in good standing under the laws of its
      jurisdiction of organization. Each of the Company, Cancable Parent, and each
      of
      their respective Subsidiaries has the power (corporate and otherwise) and
      authority to own and operate its properties and assets, to execute and deliver
      (i) this Agreement, (ii) the Note and the Option, (iii) the Escrow Agreement
      dated as of the date hereof among the Company, the Purchaser and the escrow
      agent referred to therein, substantially in the form of Exhibit D hereto (as
      amended, modified or supplemented from time to time, the “Escrow
      Agreement”),
      (iv)
      the Guarantee dated the date hereof executed by Creative Vistas, Inc., Cancable
      Parent, Cancable, Inc., Creative Vistas Acquisition Corp., A.C. Technical
      Systems Ltd. and Iview Digital Video Solutions Inc. (collectively, the
“Guarantors”)
      in
      favour of the Purchaser, (the “Guarantee”)
      (v)
      the Master Security Agreement dated the date hereof granted by the Company
      and
      the Guarantors in favour of the Purchaser, (the “Master
      Security Agreement”)
      and
      (vi) the Share Pledge Agreement dated the date hereof granted by the Company,
      Creative Vistas, Inc., Cancable Parent and Creative Vistas Acquisition Corp.
      in
      favour of the Purchaser (the “Share
      Pledge Agreement”)
      and
      (vii) of all other agreements related to this Agreement and the Note and
      referred to herein (the preceding clauses (ii) through (vii), collectively,
      the
“Related
      Agreements”),
      to
      issue and sell the Note, to issue and sell the Option and the Option Shares,
      and
      to carry out the provisions of this Agreement and the Related Agreements and
      to
      carry on its business as presently conducted. Each of the Company, Cancable
      Parent, and each of their respective Subsidiaries is duly qualified and is
      authorized to do business and is in good standing as a foreign corporation,
      partnership or limited liability company, as the case may be, in all
      jurisdictions in which the nature of its activities and of its properties (both
      owned and leased) makes such qualification necessary, except for those
      jurisdictions in which failure to do so has not, or could not reasonably be
      expected to have, individually or in the aggregate, a material adverse effect
      on
      the business, assets, liabilities, condition (financial or otherwise),
      properties, operations or prospects of the Company, Cancable Parent, and their
      respective Subsidiaries, taken as a whole (a “Material
      Adverse Effect”).

     

    
      	4.2  	
              Subsidiaries. 

            


    

     

    Each
      direct and indirect Subsidiary of each of the Company, Cancable Parent, the
      direct owner of such Subsidiary and its percentage ownership thereof, is set
      forth on Schedule 4.2. For the purpose of this Agreement, a “Subsidiary”
of
      any
      person or entity means (i) a corporation or other entity whose shares of stock
      or other ownership interests having ordinary voting power (other than stock
      or
      other ownership interests having such power only by reason of the happening
      of a
      contingency) to elect a majority of the directors of such corporation, or other
      persons or entities performing similar functions for such person or entity,
      are
      owned, directly or indirectly, by such person or entity or (ii) a corporation
      or
      other entity in which such person or entity owns, directly or indirectly, more
      than 50% of the equity interests at such time.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	4.3  	
              Capitalization;
                Voting Rights.

            


    

     

    
      	(a)  	
              The
                authorized capital stock of the Company as of the date hereof consists
                of
                an unlimited number of common shares, of which 31,816,716 shares
                are
                issued and outstanding, and an unlimited number of Class A convertible,
                retractable, cumulative, voting preference shares, of which 0 shares
                are
                issued and outstanding. The authorized capital stock of Cancable
                Parent
                consists of 1,000 shares of Common Stock, USD0.01 par value per share,
                of
                which 51 shares of Common Stock are issued and outstanding. The
                authorized, issued and outstanding capital stock of each Subsidiary
                of the
                Company and of Cancable Parent is set forth on Schedule
                4.3(a). 

            


    

     

    
      	(b)  	
              Except
                as disclosed on Schedule 4.3(b), other than: (i) the shares reserved
                for
                issuance under the Company’s stock option plans; (ii) shares which may be
                granted pursuant to this Agreement and the Related Agreements, and
                (iii)
                those shares issued or reserved for issuance to the Purchaser, there
                are
                no outstanding options, warrants, rights (including conversion or
                pre-emptive rights and rights of first refusal), proxy or stockholder
                agreements, or arrangements or agreements of any kind for the purchase
                or
                acquisition from the Company of any of its securities. Except as
                disclosed
                on Schedule 4.3(b), neither the offer, issuance or sale of any of
                the Note
                or the Option, or the issuance of any of the Option Shares, nor the
                consummation of any transaction contemplated hereby will result in
                a
                change in the price or number of any securities of the Company
                outstanding, under anti-dilution or other similar provisions contained
                in
                or affecting any such securities.

            


    

     

    
      	(c)  	
              All
                issued and outstanding shares of the Company’s common stock (the
                “Company
                Common Stock”):
                (i) have been duly authorized and validly issued and are fully paid
                and
                non-assessable; and (ii) were issued in compliance with all applicable
                provincial and federal laws concerning the issuance of securities.
                All
                issued and outstanding shares of the Cancable Parent’s common stock (the
                “Cancable
                Parent Common Stock”):
                (i) have been duly authorized and validly issued and are fully paid
                and
                non-assessable; and (ii) were issued in compliance with all applicable
                state and federal laws concerning the issuance of
                securities.

            


    

     

    
      	(d)  	
              The
                rights, preferences, privileges and restrictions of the shares of
                the
                Company Common Stock are as stated in the Company’s Certificate of
                Incorporation (the “Company
                Charter”).
                The rights, preferences, privileges and restrictions of the shares
                of the
                Cancable Parent Common Stock are as stated in the Cancable Parent’s
                Certificate of Incorporation (the “Cancable
                Parent Charter”).
                The Option Shares have been duly and validly reserved for issuance.
                When
                issued in compliance with the provisions of this Agreement, the Company’s
                Charter and/or the Cancable Parent’s Charter, as applicable, the
                Securities will be validly issued, fully paid and non-assessable,
                and will
                be free of any liens or encumbrances; provided, however, that the
                Securities may be subject to restrictions on transfer under state,
                provincial and/or federal securities laws as set forth herein or
                as
                otherwise required by such laws at the time a transfer is proposed
                or
                pursuant to the terms of the Securities or of related shareholder
                or
                similar agreements entered into by the
                Purchaser.

            


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    
      	4.4  	
              Authorization;
                Binding Obligations. 

            


    

     

    All
      corporate, partnership or limited liability company, as the case may be, action
      on the part of the Company, Cancable Parent, and each of their respective
      Subsidiaries (including their respective officers and directors) necessary
      for
      the authorization of this Agreement and the Related Agreements, the performance
      of all obligations of the Company and its Subsidiaries hereunder and under
      the
      other Related Agreements at the Closing and, the authorization, sale, issuance
      and delivery of the Note and the Option has been taken or will be taken prior
      to
      the Closing. This Agreement and the Related Agreements, when executed and
      delivered and to the extent it is a party thereto, will be valid and binding
      obligations of each of the Company, Cancable Parent, and each of their
      respective Subsidiaries, enforceable against each such person in accordance
      with
      their terms, except:

     

    
      	(a)  	
              as
                limited by applicable bankruptcy, insolvency, reorganization, moratorium
                or other laws of general application affecting enforcement of creditors’
                rights; and

            


    

     

    
      	(b)  	
              general
                principles of equity that restrict the availability of equitable
                or legal
                remedies.

            


    

     

    The
      sale
      of the Note is not and will not be subject to any pre-emptive rights or rights
      of first refusal that have not been properly waived or complied with. The
      issuance of the Option and the subsequent exercise of the Option for the Option
      Shares are not and will not be subject to any pre-emptive rights or rights
      of
      first refusal that have not been properly waived or complied with. 

     

    
      	4.5  	
              Liabilities.

            


    

     

    Neither
      the Company, Cancable Parent, nor any of their respective Subsidiaries has
      any
      contingent liabilities, except current liabilities incurred in the ordinary
      course of business, liabilities disclosed in the Cancable Financial Statements
      (as defined below) and/or the consolidated balance sheet of the Company as
      at
      November 30, 2005 and liabilities set forth on Schedule 4.5.

     

    
      	4.6  	
              Agreements;
                Action. 

            


    

     

    Except
      as
      set forth on Schedule 4.6:

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
      	(a)  	
              other
                than those among the Company, Cancable Parent and any one or more
                of their
                respective Subsidiaries, there are no agreements, understandings,
                instruments, contracts, proposed transactions, judgments, orders,
                writs or
                decrees to which the Company, Cancable Parent, or any of their respective
                Subsidiaries is a party or by which it is bound which may involve:
                (i) obligations (contingent or otherwise) of, or payments to, the
                Company, Cancable Parent, or any of their respective Subsidiaries
                in
                excess of USD100,000 (other than obligations of, or payments to,
                the
                Company, Cancable Parent, or any of their respective Subsidiaries
                (1) to
                the Purchaser and (2) arising from purchase or sale agreements entered
                into in the ordinary course of business); or (ii) the transfer or
                license
                of any patent, copyright, trade secret or other proprietary right
                to or
                from the Company, Cancable Parent (other than licenses arising from
                the
                purchase of “off the shelf” or other standard products); or (iii)
                provisions restricting the development, manufacture or distribution
                of the
                Company, Cancable Parent, or any of their respective Subsidiaries’
                products or services; or (iv) indemnification by the Company, Cancable
                Parent, or any of their respective Subsidiaries with respect to
                infringements of proprietary
                rights.

            


    

     

    
      	(b)  	
              Since
                November 30, 2004 (the “Balance
                Sheet Date”),
                neither the Company, Cancable Parent, nor any of their respective
                Subsidiaries has: (i) declared or paid any dividends, or authorized
                or
                made any distribution upon or with respect to any class or series
                of its
                capital stock; (ii) incurred any indebtedness for money borrowed
                or any
                other liabilities (other than ordinary course obligations) individually
                in
                excess of USD100,000 or, in the case of indebtedness and/or liabilities
                individually less than USD100,000, in excess of USD200,000 in the
                aggregate; (iii) made any loans or advances to any person not in
                excess,
                individually or in the aggregate, of USD100,000, other than ordinary
                course advances for travel expenses; or (iv) sold, exchanged or otherwise
                disposed of any of its assets or rights, other than the sale of its
                inventory in the ordinary course of
                business.

            


    

     

    
      	(c)  	
              For
                the purposes of subsections (a)
                and (b)
                above, all indebtedness, liabilities, agreements, understandings,
                instruments, contracts and proposed transactions involving the same
                person
                or entity (including persons or entities the Company, Cancable Parent,
                or
                any of their respective Subsidiaries has reason to believe are affiliated
                therewith) shall be aggregated for the purpose of meeting the individual
                minimum dollar amounts of such
                subsections.

            


    

     

    
      	(d)  	
              The
                Company makes and keep books, records, and accounts, that, in reasonable
                detail, accurately and fairly reflect the transactions and dispositions
                of
                the Company’s assets. The Company maintains internal control over
                financial reporting (“Financial
                Reporting Controls”)
                designed by, or under the supervision of, the Company’s principal
                executive and principal financial officers, and effected by the Company’s
                board of directors, management, and other personnel, to provide reasonable
                assurance regarding the reliability of financial reporting and the
                preparation of financial statements for external purposes in accordance
                with Canadian generally accepted accounting principles (“GAAP”),
                including that:

            


    

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    
      	(i)  	
              transactions
                are executed in accordance with management’s general or specific
                authorization;

            


    

     

    
      	(ii)  	
              unauthorized
                acquisition, use, or disposition of the Company’s assets that could have a
                material effect on the financial statements are prevented or timely
                detected;

            


    

     

    
      	(iii)  	
              transactions
                are recorded as necessary to permit preparation of financial statements
                in
                accordance with GAAP, and that the Company’s receipts and expenditures are
                being made only in accordance with authorizations of the Company’s
                management and board of directors; 

            


    

     

    
      	(iv)  	
              transactions
                are recorded as necessary to maintain accountability for assets;
                and

            


    

     

    
      	(v)  	
              the
                recorded accountability for assets is compared with the existing
                assets at
                reasonable intervals, and appropriate action is taken with respect
                to any
                differences.

            


    

     

    
      	4.7  	
              Obligations
                to Related Parties.

            


    

     

    Except
      as
      set forth on Schedule 4.7, there are no obligations of the Company, Cancable
      Parent, or any of their respective Subsidiaries to officers, directors,
      stockholders or employees of the Company, Cancable Parent, or any of their
      respective Subsidiaries other than:

     

    
      	(a)  	
              for
                payment of salary for services rendered and for bonus
                payments;

            


    

     

    
      	(b)  	
              reimbursement
                for reasonable expenses incurred on behalf of the Company, Cancable
                Parent, and their respective
                Subsidiaries;

            


    

     

    
      	(c)  	
              for
                other standard employee benefits made generally available to all
                employees
                (including stock option agreements outstanding under any stock option
                plan
                approved by the Board of Directors of the Company, Cancable Parent,
                and
                each of their Subsidiary, as applicable);
                and

            


    

     

    
      	(d)  	
              obligations
                listed in the Company’s, Cancable Parent’s, and each of their respective
                Subsidiaries’ Financial Statements.

            


    

     

    Except
      as
      described above or set forth on Schedule 4.7, to the best of the Company’s and
      Cancable Parent’s knowledge, none of the officers, directors, key employees or
      stockholders of the Company, Cancable Parent, or any of their respective
      Subsidiaries or any members of their immediate families, are indebted to the
      Company, Cancable Parent, or any of their respective Subsidiaries, individually
      or in the aggregate, in excess of USD50,000 or have any direct or indirect
      ownership interest in any firm or corporation with which the Company, Cancable
      Parent, or any of their respective Subsidiaries is affiliated or with which
      the
      Company, Cancable Parent, or any of their respective Subsidiaries has a business
      relationship, or any firm or corporation which competes with the Company,
      Cancable Parent, or any of their respective Subsidiaries, other than passive
      investments in publicly traded companies (representing less than two percent
      (2%) of such company) which may compete with the Company, Cancable Parent,
      or
      any of their respective Subsidiaries. Except as described above, no officer,
      director or stockholder, or any member of their immediate families, is, directly
      or indirectly, interested in any material contract with the Company, Cancable
      Parent, or any of their respective Subsidiaries and no agreements,
      understandings or proposed transactions are contemplated between the Company,
      Cancable Parent, or any of their respective Subsidiaries and any such person.
      Except as set forth on Schedule 4.7, neither the Company, Cancable Parent,
      nor
      any of their respective Subsidiaries is a guarantor or indemnitor of any
      indebtedness of any other person, firm or corporation.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    
      	4.8  	
              Changes. 

            


    

     

    Since
      the
      Balance Sheet Date, except as disclosed in any Schedule to this Agreement or
      to
      any of the Related Agreements, there has not been:

     

    
      	(a)  	
              any
                change in the business, assets, liabilities, condition (financial
                or
                otherwise), properties, operations or prospects of the Company, Cancable
                Parent, or any of their respective Subsidiaries, which individually
                or in
                the aggregate has had, or could reasonably be expected to have,
                individually or in the aggregate, a Material Adverse
                Effect;

            


    

     

    
      	(b)  	
              any
                resignation or termination (constructive or otherwise) of any officer,
                key
                employee or group of employees of the Company, Cancable Parent, or
                any of
                their respective Subsidiaries; 

            


    

     

    
      	(c)  	
              any
                material change, except in the ordinary course of business, in the
                contingent obligations of the Company, Cancable Parent, or any of
                their
                respective Subsidiaries by way of guaranty, endorsement, indemnity,
                warranty or otherwise;

            


    

     

    
      	(d)  	
              any
                damage, destruction or loss, whether or not covered by insurance,
                has had,
                or could reasonably be expected to have, individually or in the aggregate,
                a Material Adverse Effect;

            


    

     

    
      	(e)  	
              any
                waiver by the Company, Cancable Parent, or any of their respective
                Subsidiaries of a valuable right or of a material debt owed to
                it;

            


    

     

    
      	(f)  	
              any
                direct or indirect loans made by the Company, Cancable Parent, or
                any of
                their respective Subsidiaries to any stockholder, employee, officer
                or
                director of the Company, Cancable Parent, or any of their respective
                Subsidiaries, other than advances made in the ordinary course of
                business;

            


    

     

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              any
                material increase in any compensation arrangement or agreement with
                any
                key employee, officer, director or stockholder of the Company, Cancable
                Parent or any of their respective Subsidiaries;


            


    

     

    
      	(h)  	
              any
                declaration or payment of any dividend or other distribution of the
                assets
                of the Company, Cancable Parent or any of their respective
                Subsidiaries;

            


    

     

    
      	(i)  	
              any
                labor organization activity related to the Company, Cancable Parent
                or any
                of their respective Subsidiaries;

            


    

     

    
      	(j)  	
              any
                debt, obligation or liability incurred, assumed or guaranteed by
                the
                Company, Cancable Parent or any of their respective Subsidiaries
                in excess
                of a principal amount of USD300,000 in the aggregate, except those
                for
                immaterial amounts and for current liabilities incurred in the ordinary
                course of business;

            


    

     

    
      	(k)  	
              any
                sale, assignment or transfer of any material patents, trademarks,
                copyrights, trade secrets or other intangible assets owned by the
                Company,
                Cancable Parent or any of their respective Subsidiaries other than
                in the
                ordinary course of business;

            


    

     

    
      	(l)  	
              any
                change in any material agreement to which the Company, Cancable Parent
                or
                any of their respective Subsidiaries is a party or by which either
                the
                Company, Cancable Parent or any of their respective Subsidiaries
                is bound
                which either individually or in the aggregate has had, or could reasonably
                be expected to have, individually or in the aggregate, a Material
                Adverse
                Effect;

            


    

     

    
      	(m)  	
              any
                other event or condition of any character that, either individually
                or in
                the aggregate, has had, or could reasonably be expected to have,
                individually or in the aggregate, a Material Adverse Effect;
                or

            


    

     

    
      	(n)  	
              any
                arrangement or commitment by the Company, Cancable Parent or any
                of their
                respective Subsidiaries to do any of the acts described in subsection
                (a)
                through (m)
                above.

            


    

     

    
      	4.9  	
              Title
                to Properties and Assets; Liens, Etc. 

            


    

     

    Except
      as
      set forth on Schedule 4.9, each of the Company, Cancable Parent and each of
      their respective Subsidiaries has good and marketable title to its properties
      and assets, and good title to its leasehold estates, in each case subject to
      no
      mortgage, pledge, lien, lease, encumbrance or charge, other than:

     

    
      	(a)  	
              those
                resulting from taxes which have not yet become
                delinquent;

            


    

     

    
      	(b)  	
              minor
                liens and encumbrances which do not materially detract from the value
                of
                the property subject thereto or materially impair the operations
                of the
                Company, Cancable Parent or any of their respective Subsidiaries;
                and

            


    

     

    
      	(c)  	
              those
                that have otherwise arisen in the ordinary course of
                business.

            


    

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    All
      facilities, machinery, equipment, fixtures, vehicles and other properties owned,
      leased or used by the Company, Cancable Parent and their respective Subsidiaries
      are in operating condition and repair and are reasonably fit and usable for
      the
      purposes for which they are being used. Except as set forth on Schedule 4.9,
      the
      Company, Cancable Parent and their respective Subsidiaries are in material
      compliance with all material terms of each lease to which it is a party or
      is
      otherwise bound.

     

    
      	4.10  	
              Intellectual
                Property.

            


    

     

    
      	(a)  	
              Each
                of the Company, Cancable Parent and each of their respective Subsidiaries
                owns or possesses sufficient legal rights to all patents, trademarks,
                service marks, trade names, copyrights, trade secrets, licenses,
                information and other proprietary rights and processes necessary
                for its
                business as now conducted and to the Company’s knowledge, as presently
                proposed to be conducted (the “Intellectual
                Property”),
                without any known infringement of the rights of others. Except as
                set
                forth on Schedule 4.10(a), there are no outstanding options, licenses
                or agreements of any kind relating to the foregoing proprietary rights,
                nor is the Company, Cancable Parent or any of their respective
                Subsidiaries bound by or a party to any options, licenses or agreements
                of
                any kind with respect to the patents, trademarks, service marks,
                trade
                names, copyrights, trade secrets, licenses, information and other
                proprietary rights and processes of any other person or entity other
                than
                such licenses or agreements arising from the purchase of “off the shelf”
                or standard products.

            


    

     

    
      	(b)  	
              Neither
                the Company, Cancable Parent nor any of their respective Subsidiaries
                has
                received any communications alleging that any of the Company, Cancable
                Parent or any of their respective Subsidiaries has violated any of
                the
                patents, trademarks, service marks, trade names, copyrights or trade
                secrets or other proprietary rights of any other person or entity,
                nor is
                the Company, Cancable Parent or any of their respective Subsidiaries
                aware
                of any basis therefor.

            


    

     

    
      	(c)  	
              The
                Company does not believe it is or will be necessary to utilize any
                inventions, trade secrets or proprietary information of any of its
                employees made prior to their employment by the Company, Cancable
                Parent
                or any of their respective Subsidiaries, except for inventions, trade
                secrets or proprietary information that have been rightfully assigned
                to
                the Company, Cancable Parent or any of their respective
                Subsidiaries.

            


    

     

    
      	4.11  	
              Compliance
                with Other Instruments. 

            


    

     

    Neither
      the Company, Cancable Parent nor any of their respective Subsidiaries is in
      violation or default of (x) any term of its Charter or Bylaws, or (y) of any
      provision of any indebtedness, mortgage, indenture, contract, agreement or
      instrument to which it is party or by which it is bound or of any judgment,
      decree, order or writ, which violation or default, in the case of this clause
      (y), has had, or could reasonably be expected to have, either individually
      or in
      the aggregate, a Material Adverse Effect. The execution, delivery and
      performance of and compliance with this Agreement and the Related Agreements
      to
      which it is a party, and the issuance and sale of the Note by the Company and
      the other Securities by the Company and Cancable Parent each pursuant hereto
      and
      thereto, will not, with or without the passage of time or giving of notice,
      result in any such violation, or be in conflict with or constitute a default
      under any such term or provision, or result in the creation of any mortgage,
      pledge, lien, encumbrance or charge upon any of the properties or assets of
      the
      Company, Cancable Parent or any of their respective Subsidiaries or the
      suspension, revocation, impairment, forfeiture or non-renewal of any permit,
      license, authorization or approval applicable to the Company, its business
      or
      operations or any of its assets or properties that could reasonably be expected
      to have, either individually or in the aggregate, a Material Adverse
      Effect.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	4.12  	
              Litigation.

            


    

     

    Except
      as
      set forth on Schedule 4.12 hereto, there is no action, suit, proceeding or
      investigation pending or, to the Company’s, or Cancable Parent’s knowledge,
      currently threatened against the Company or Cancable Parent or any of their
      respective Subsidiaries that prevents the Company or Cancable Parent or any
      of
      their respective Subsidiaries from entering into this Agreement or the other
      Related Agreements, or from consummating the transactions contemplated hereby
      or
      thereby, or which has had, or could reasonably be expected to have, either
      individually or in the aggregate, a Material Adverse Effect or any change in
      the
      current equity ownership of the Company or Cancable Parent or any of their
      respective Subsidiaries, nor is the Company or Cancable Parent aware that there
      is any basis to assert any of the foregoing. Neither the Company, Cancable
      Parent nor any of their respective Subsidiaries is a party or subject to the
      provisions of any order, writ, injunction, judgment or decree of any court
      or
      government agency or instrumentality. There is no action, suit, proceeding
      or
      investigation by the Company or Cancable Parent or any of their respective
      Subsidiaries currently pending or which the Company or Cancable Parent or any
      of
      their respective Subsidiaries intends to initiate.

     

    
      	4.13  	
              Tax
                Returns and Payments.

            


    

     

    Except
      as
      set forth on Schedule 4.13, each of the Company, Cancable Parent and each of
      their respective Subsidiaries has timely filed or received an extension to
      file
      all tax returns (federal, state and local) required to be filed by it. Except
      as
      set forth on Schedule 4.13, all taxes shown to be due and payable on such
      returns, any assessments imposed, and all other taxes due and payable by the
      Company, Cancable Parent or any of their respective Subsidiaries on or before
      the Closing, have been paid or will be paid prior to the time they become
      delinquent unless the Company, Cancable Parent or such Subsidiary is contesting
      such taxes in good faith and has allocated sufficient reserves. Except as set
      forth on Schedule 4.13, neither the Company, Cancable Parent nor any of their
      respective Subsidiaries has been advised:

     

    
      	(a)  	
              that
                any of its returns, federal, state, provincial or other, have been
                or are
                being audited as of the date hereof;
                or

            


    

     

    
      	(b)  	
              of
                any deficiency in assessment or proposed judgment to its federal,
                state,
                provincial or other taxes.

            


    

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    The
      Company, Cancable Parent has no knowledge of any liability of any tax to be
      imposed upon its properties or assets as of the date of this Agreement for
      which
      a sufficient and appropriate reserve has not been made (if determined reasonable
      and necessary by management of the Company and/or Cancable Parent in the
      exercise of its reasonable business judgment).

     

    
      	4.14  	
              Employees. 

            


    

     

    Except
      as
      set forth on Schedule 4.14, neither the Company, Cancable Parent nor any of
      their respective Subsidiaries has any collective bargaining agreements with
      any
      of its employees. There is no labor union organizing activity pending or, to
      the
      Company’s, or Cancable Parent’s knowledge, threatened with respect to the
      Company, Cancable Parent or any of their respective Subsidiaries. Except as
      disclosed on Schedule 4.14, neither the Company, Cancable Parent nor any of
      their respective Subsidiaries is a party to or bound by any currently effective
      employment contract, deferred compensation arrangement, bonus plan, incentive
      plan, profit sharing plan, retirement agreement or other employee compensation
      plan or agreement. To the Company’s, and Cancable Parent’s knowledge, no
      employee of the Company, or Cancable Parent or any of their respective
      Subsidiaries, nor any consultant with whom the Company, Cancable Parent or
      any
      of their respective Subsidiaries has contracted, is in violation of any term
      of
      any employment contract, proprietary information agreement or any other
      agreement relating to the right of any such individual to be employed by, or
      to
      contract with, the Company, Cancable Parent or any of their respective
      Subsidiaries because of the nature of the business to be conducted by the
      Company, Cancable Parent or any of their respective Subsidiaries; and to the
      Company’s, and Cancable Parent’s knowledge the continued employment by the
      Company, Cancable Parent or any of their respective Subsidiaries of its present
      employees, and the performance of the Company’s, Cancable Parent’s and their
      respective Subsidiaries’ contracts with its independent contractors, will not
      result in any such violation. Neither the Company, Cancable Parent nor any
      of
      their respective Subsidiaries is aware that any of its employees is obligated
      under any contract (including licenses, covenants or commitments of any nature)
      or other agreement, or subject to any judgment, decree or order of any court
      or
      administrative agency, that would interfere with their duties to the Company,
      Cancable Parent or any of their respective Subsidiaries. Neither the Company,
      Cancable Parent nor any of their respective Subsidiaries has received any notice
      alleging that any such violation has occurred. Except for employees who have
      a
      current effective employment agreement with the Company, Cancable Parent or
      any
      of their respective Subsidiaries, no employee of the Company, Cancable Parent
      or
      any of their respective Subsidiaries has been granted the right to continued
      employment by the Company, Cancable Parent or any of their respective
      Subsidiaries or to any material compensation following termination of employment
      with the Company, Cancable Parent or any of their respective Subsidiaries (other
      than as required law). Except as set forth on Schedule 4.14, the Company is
      not
      aware that any officer, key employee or group of employees intends to terminate
      his, her or their employment with the Company, Cancable Parent or any of their
      respective Subsidiaries, nor does the Company, Cancable Parent or any of their
      respective Subsidiaries have a present intention to terminate the employment
      of
      any officer, key employee or group of employees.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    
      	4.15  	
              Registration
                Rights and Voting Rights. 

            


    

     

    Except
      (i) in connection with this Agreement and the Related Agreements, and (ii)
      as
      set forth on Schedule 4.15, neither the Company, Cancable Parent nor any of
      their respective Subsidiaries is presently under any obligation, and neither
      the
      Company, Cancable Parent nor any of their respective Subsidiaries has granted
      any rights to register any of the Company’s, Cancable Parent’s or their
      respective Subsidiaries’ presently outstanding securities or any of its
      securities that may hereafter be issued. Except as set forth on Schedule 4.15
      to
      the Company’s, and Cancable Parent’s knowledge, no stockholder of the Company,
      Cancable Parent or any of their respective Subsidiaries has entered into any
      agreement with respect to the voting of equity securities of the Company,
      Cancable Parent or any of their respective Subsidiaries.

     

    
      	4.16  	
              Compliance
                with Laws; Permits.

            


    

     

    Neither
      the Company, Cancable Parent nor any of their respective Subsidiaries is in
      violation of any applicable statute, rule, regulation, order or restriction
      of
      any domestic or foreign government or any instrumentality or agency thereof
      in
      respect of the conduct of its business or the ownership of its properties which
      has had, or could reasonably be expected to have, either individually or in
      the
      aggregate, a Material Adverse Effect. No governmental orders, permissions,
      consents, approvals or authorizations are required to be obtained and no
      registrations or declarations are required to be filed in connection with the
      execution and delivery of this Agreement or any other Related Agreement and
      the
      issuance of any of the Securities, except such as has been duly and validly
      obtained or filed, or with respect to any filings that must be made after the
      Closing, as will be filed in a timely manner. Each of the Company, Cancable
      Parent and their respective Subsidiaries has all material franchises, permits,
      licenses and any similar authority necessary for the conduct of its business
      as
      now being conducted by it, the lack of which could, either individually or
      in
      the aggregate, reasonably be expected to have a Material Adverse
      Effect.

     

    
      	4.17  	
              Environmental
                and Safety Laws.

            


    

     

    Neither
      the Company, Cancable Parent nor any of their respective Subsidiaries is in
      violation of any applicable statute, law or regulation relating to the
      environment or occupational health and safety, and to its knowledge, no material
      expenditures are or will be required in order to comply with any such existing
      statute, law or regulation. Except as set forth on Schedule 4.17, no Hazardous
      Materials (as defined below) are used or have been used, stored, or disposed
      of
      by the Company, Cancable Parent or any of their respective Subsidiaries or,
      to
      the Company’s, or Cancable Parent’s knowledge, by any other person or entity on
      any property owned, leased or used by the Company, Cancable Parent or any of
      their respective Subsidiaries. For the purposes of the preceding sentence,
      “Hazardous
      Materials”
shall
      mean:

     

    
      	(a)  	
              materials
                which are listed or otherwise defined as “hazardous”
                or “toxic”
                under any applicable local, state, provincial, federal and/or foreign
                laws
                and regulations that govern the existence and/or remedy of contamination
                on property, the protection of the environment from contamination,
                the
                control of hazardous wastes, or other activities involving hazardous
                substances, including building materials;
                or

            


    

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              any
                petroleum products or nuclear
                materials.

            


    

     

    
      	4.18  	
              Valid
                Offering.

            


    

     

    Assuming
      the accuracy of the representations and warranties of the Purchaser contained
      in
      this Agreement, the offer, sale and issuance of the Securities will be exempt
      from the prospectus and registration requirements of the Securities
      Act
      (Ontario) (the “Securities
      Act”)
      and
      from the registration requirements of the Securities
      Act of 1933,
      as
      amended (the “US
      Securities Act”),
      and
      will have been registered or qualified (or are exempt from registration and
      qualification) under the registration, permit or qualification requirements
      of
      all applicable state and provincial securities laws.

     

    
      	4.19  	
              Full
                Disclosure.

            


    

     

    Each
      of
      the Company, Cancable Parent and each of their respective Subsidiaries has
      provided the Purchaser with all information requested by the Purchaser in
      connection with its decision to purchase the Note and the Option, including
      all
      information the Company, Cancable Parent and their respective Subsidiaries
      believe is reasonably necessary to make such investment decision. Neither this
      Agreement, the Related Agreements, the exhibits and schedules hereto and thereto
      nor any other document delivered by the Company, Cancable Parent or any of
      their
      respective Subsidiaries to Purchaser or its attorneys or agents in connection
      herewith or therewith or with the transactions contemplated hereby or thereby,
      contain any untrue statement of a material fact nor omit to state a material
      fact necessary in order to make the statements contained herein or therein,
      in
      light of the circumstances in which they are made, not misleading. Any financial
      projections and other estimates provided to the Purchaser by the Company or
      any
      of its Subsidiaries were based on the Company’s, Cancable Parent’s and their
      respective Subsidiaries’ experience in the industry and on assumptions of fact
      and opinion as to future events which the Company, Cancable Parent or any of
      their respective Subsidiaries, at the date of the issuance of such projections
      or estimates, believed to be reasonable.

     

    
      	4.20  	
              Insurance. 

            


    

     

    Each
      of
      the Company, Cancable Parent and each of their respective Subsidiaries has
      general commercial, product liability, fire and casualty insurance policies
      with
      coverages which the Company believes are customary for companies similarly
      situated to each of the Company, Cancable Parent and their respective
      Subsidiaries in the same or similar business.

     

    
      	4.21  	
              Financial
                Statements.

            


    

     

    The
      Company has furnished the Purchaser with copies of: the Company’s and its
      subsidiaries’ consolidated audited balance sheet, statement of retained
      earnings, statement of operations and statement of cash flows for the fiscal
      years ended 2004, 2003 and 2002 (collectively, the “Cancable
      Financial Statements”).
      Such
      Cancable Financial Statements have been prepared in accordance with generally
      accepted accounting principles as in effect in Canada, in each case, applied
      on
      a consistent basis during the periods involved (except (i) as may be otherwise
      indicated in such financial statements or the notes thereto or (ii) in the
      case
      of unaudited interim statements, to the extent they may not include footnotes
      or
      may be condensed) and fairly present in all material respects the financial
      condition, the results of operations, the retained earnings and the cash flows
      of Cancable and its subsidiaries, as of, and for, the periods presented in,
      each
      such Cancable Financial Statement.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	4.22  	
              Dilution. 

            


    

     

    Cancable
      Parent specifically acknowledges that its obligation to issue the shares of
      Cancable Parent Common Stock upon exercise of the Option is binding upon
      Cancable Parent and enforceable regardless of the dilution such issuance may
      have on the ownership interests of other shareholders of Cancable Parent.


     

    
      	4.23  	
              Patriot
                Act.

            


    

     

    The
      Company certifies that, to the best of Company’s, and Cancable Parent’s
      knowledge, neither the Company, Cancable Parent nor any of their respective
      Subsidiaries has been designated, and is not owned or controlled, by a
“suspected
      terrorist”
as
      defined in Executive Order 13224. The Company hereby acknowledges that the
      Purchaser seeks to comply with all applicable laws concerning money laundering
      and related activities. In furtherance of those efforts, the Company hereby
      represents, warrants and agrees that: (i) none of the cash or property that
      the
      Company, Cancable Parent or any of their respective Subsidiaries will pay or
      will contribute to the Purchaser has been or shall be derived from, or related
      to, any activity that is deemed criminal under United States law; and (ii)
      no
      contribution or payment by the Company, Cancable Parent or any of their
      respective Subsidiaries to the Purchaser, to the extent that they are within
      the
      Company’s, Cancable Parent’s and/or their respective Subsidiaries’ control shall
      cause the Purchaser to be in violation of the United States Bank
      Secrecy Act,
      the
      United States International
      Money Laundering Control Act of 1986
      or the
      United States International
      Money Laundering Abatement and Anti-Terrorist Financing Act of
      2001.
      The
      Company shall promptly notify the Purchaser if any of these representations
      ceases to be true and accurate regarding the Company, Cancable Parent or any
      of
      their respective Subsidiaries. The Company agrees to provide the Purchaser
      any
      additional information regarding the Company, Cancable Parent or any of their
      respective Subsidiaries that the Purchaser deems necessary or convenient to
      ensure compliance with all applicable laws concerning money laundering and
      similar activities. The Company understands and agrees that if at any time
      it is
      discovered that any of the foregoing representations are incorrect, or if
      otherwise required by applicable law or regulation related to money laundering
      similar activities, the Purchaser may undertake appropriate actions to ensure
      compliance with applicable law or regulation, including but not limited to
      segregation and/or redemption of the Purchaser’s investment in the Company. The
      Company further understands that the Purchaser may release confidential
      information about the Company, Cancable Parent and their respective Subsidiaries
      and, if applicable, any underlying beneficial owners, to proper authorities
      if
      the Purchaser, in its sole discretion, determines that it is in the best
      interests of the Purchaser in light of relevant rules and regulations under
      the
      laws set forth in subsection (ii) above.

     

    
      	4.24  	
              ERISA. 

            


    

     

    Based
      upon the Employee
      Retirement Income Security Act of 1974
      (“ERISA”),
      and
      the regulations and published interpretations thereunder: (i) neither the
      Company nor any of its Subsidiaries has engaged in any Prohibited Transactions
      (as defined in Section 406 of ERISA and Section 4975 of the Internal
      Revenue Code of 1986,
      as
      amended (the “Code”));
      (ii)
      each of the Company, Cancable Parent and each of their respective Subsidiaries
      has met all applicable minimum funding requirements under Section 302 of ERISA
      in respect of its plans; (iii) neither the Company, Cancable Parent nor any
      of
      their respective Subsidiaries has any knowledge of any event or occurrence
      which
      would cause the Pension Benefit Guaranty Corporation to institute proceedings
      under Title IV of ERISA to terminate any employee benefit plan(s); (iv) neither
      the Company, Cancable Parent nor any of their respective Subsidiaries has any
      fiduciary responsibility for investments with respect to any plan existing
      for
      the benefit of persons other than the Company’s, Cancable Parent’s or such
      Subsidiary’s employees; and (v) neither the Company, Cancable Parent nor any of
      their respective Subsidiaries has withdrawn, completely or partially, from
      any
      multi-employer pension plan so as to incur liability under the Multiemployer
      Pension Plan Amendments Act of 1980;
      which
      liability is unpaid as of the date hereof.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	4.25  	
              Bank
                Accounts.

            


    

     

    Schedule
      4.25
      sets out
      each bank account maintained by the Company, Cancable Parent and their
      respective Subsidiaries which, in the ordinary course of business from time
      to
      time, may have in excess of Cdn.$50,000 on deposit.

     

     

    
      	5.  	
              Representations
                and Warranties of the
                Purchaser.

            


    

     

    The
      Purchaser hereby represents and warrants to the Company as follows (such
      representations and warranties do not lessen or obviate the representations
      and
      warranties of the Company set forth in this Agreement):

     

    
      	5.1  	
              No
                Shorting. 

            


    

     

    The
      Purchaser or any of its affiliates and investment partners has not, will not
      and
      will not cause any person or entity to directly engage in “short
      sales”
of
      the
      Company’s Common Stock as long as the Note shall be outstanding.

     

    
      	5.2  	
              Requisite
                Power and Authority. 

            


    

     

    The
      Purchaser has all necessary power and authority under all applicable provisions
      of law to execute and deliver this Agreement and the Related Agreements and
      to
      carry out their provisions. All corporate action on Purchaser’s part required
      for the lawful execution and delivery of this Agreement and the Related
      Agreements have been or will be effectively taken prior to the Closing. Upon
      their execution and delivery, this Agreement and the Related Agreements will
      be
      valid and binding obligations of Purchaser, enforceable in accordance with
      their
      terms, except:

     

    
      	(a)  	
              as
                limited by applicable bankruptcy, insolvency, reorganization, moratorium
                or other laws of general application affecting enforcement of creditors’
                rights; and

            


    

     

    
      	(b)  	
              as
                limited by general principles of equity that restrict the availability
                of
                equitable and legal remedies.

            


    

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    
      	5.3  	
              Investment
                Representations.

            


    

     

    
      	(a)  	
              The
                Purchaser is resident in the jurisdiction of the Cayman
                Islands.

            


    

     

    
      	(b)  	
              The
                Purchaser is acquiring the Securities for investment only and not
                with a
                view to resale or distribution in violation of any securities
                laws.

            


    

     

    
      	(c)  	
              The
                Purchaser is not a party to, and is not acting in concert with a
                person
                who is party to: (A) an agreement to transfer the Purchaser’s legal or
                beneficial interest in the Securities; or (B) an agreement to grant
                a
                participating interest in the
                Securities.

            


    

     

    
      	(d)  	
              As
                the Securities purchased hereunder are subject to resale restrictions
                under the Securities Act, the Purchaser shall comply with all securities
                laws concerning any resale of the Securities purchased hereunder
                and shall
                consult with his, her or its own legal advisors with respect to such
                compliance.

            


    

     

    
      	(e)  	
              If
                required by applicable securities laws, the Purchaser will execute,
                deliver, file and otherwise assist the Company in filing such reports,
                undertakings and other documents with respect to the issuance of
                the
                Securities as may be required.

            


    

     

    
      	(f)  	
              The
                Purchaser is purchasing the Securities as principal for its own account
                and not as a nominee or agent.

            


    

     

    
      	(g)  	
              The
                Purchaser is an “accredited investor” as such term is defined in Rule
                45-106 of the Ontario Securities Commission (“OSC”).

            


    

     

    
      	(h)  	
              The
                Purchaser understands that the Securities are being offered and sold
                pursuant to an exemption from prospectus and registration requirements
                contained in the Securities Act based upon the Purchaser’s representations
                contained in this Agreement, including, without limitation, that
                the
                Purchaser is an “accredited investor” as such term is defined in Rule
                45-106 of the OSC.

            


    

     

    
      	(i)  	
              The
                Purchaser is an “accredited investor” within the meaning of Regulation D
                under the Securities Act.

            


    

     

    
      	(j)  	
              The
                Purchaser understands that the Securities are being offered and sold
                pursuant to an exemption from registration contained in the US Securities
                Act based in part upon Purchaser’s representations contained in the
                Agreement, including, without limitation, that the Purchaser is an
                “accredited
                investor”
                within the meaning of Regulation D under the U.S. Securities
                Act.

            


    

     

    
      	(k)  	
              The
                Purchaser confirms that it has received or has had full access to
                all the
                information it considers necessary or appropriate to make an informed
                investment decision with respect to the Note and the Option to be
                purchased by it under this Agreement and the Option Shares acquired
                by it
                upon the exercise of the Option. The Purchaser further confirms that
                it
                has had an opportunity to ask questions and receive answers from
                the
                Company regarding the Company’s, Cancable Parent’s and their respective
                Subsidiaries’ business, management and financial affairs and the terms and
                conditions of the Offering, the Note, the Option and the Securities
                and to
                obtain additional information (to the extent the Company possessed
                such
                information or could acquire it without unreasonable effort or expense)
                necessary to verify any information furnished to the Purchaser or
                to which
                the Purchaser had access.

            


    

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	5.4  	
              Purchaser
                Bears Economic Risk. 

            


    

     

    The
      Purchaser has substantial experience in evaluating and investing in private
      placement transactions of securities in companies similar to the Company so
      that
      it is capable of evaluating the merits and risks of its investment in the
      Company and has the capacity to protect its own interests. The Purchaser must
      bear the economic risk of this investment until the Securities are sold pursuant
      to: (i) an effective registration statement under the Securities Act or the
      US
      Securities Act; or (ii) an exemption from registration is available with respect
      to such sale.

     

    
      	5.5  	
              Acquisition
                for Own Account. 

            


    

     

    The
      Purchaser is acquiring the Note, the Option, and the Option Shares for the
      Purchaser’s own account for investment only, and not as a nominee or agent and
      not with a view towards or for resale in connection with their
      distribution.

     

    
      	5.6  	
              Purchaser
                Can Protect Its Interest.

            


    

     

    The
      Purchaser represents that by reason of its, or of its management’s, business and
      financial experience, the Purchaser has the capacity to evaluate the merits
      and
      risks of its investment in the Note, the Option and the Securities and to
      protect its own interests in connection with the transactions contemplated
      in
      this Agreement and the Related Agreements. Further, Purchaser is aware of no
      publication of any advertisement in connection with the transactions
      contemplated in the Agreement or the Related Agreements.

     

    
      	5.7  	
              Legends.

            


    

     

    
      	(a)  	
              The
                Note shall bear substantially the following legend:
                

            


    

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933,
      AS
      AMENDED, OR ANY APPLICABLE, STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE
      SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO CANCABLE
      INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    
      	(b)  	
              The
                Option Shares shall bear a legend which shall be in substantially
                the
                following form until such shares are covered by an effective registration
                statement filed with the SEC:

            


    

     

    “THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES
      ACT OF 1933,
      AS
      AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND APPLICABLE STATE LAWS
      OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO CANCABLE HOLDING CORP. THAT SUCH
      REGISTRATION IS NOT REQUIRED.”

     

    
      	6.  	
              Covenants
                of the Company.

            


    

     

    Each
      of
      the Company and Cancable Parent covenants and agrees with the Purchaser as
      follows:

     

    
      	6.1  	
              Stop-Orders. 

            


    

     

    The
      Company will advise the Purchaser, promptly after it receives notice of issuance
      by the OSC, any provincial securities commission or any other regulatory
      authority of any stop order or of any order preventing or suspending any
      offering of any securities of the Company, or of the suspension of the
      qualification of the Common Stock of the Company for offering or sale in any
      jurisdiction, or the initiation of any proceeding for any such
      purpose.

     

    
      	6.2  	
              Use
                of Funds.

            


    

     

    The
      Company agrees that it will use the proceeds of the sale of the Note to repay
      certain indebtedness of the Company and for general working capital purposes.
      Cancable Parent agrees that it will use the proceeds of the sale of the Option
      for working capital purposes. 

     

    
      	6.3  	
              Access
                to Facilities. 

            


    

     

    To
      the
      extent permitted by applicable securities laws and regulations, each of the
      Company, Cancable Parent and each of their respective Subsidiaries will permit
      any representatives designated by the Purchaser (or any successor of the
      Purchaser), upon reasonable advance notice and during normal business hours,
      at
      such person’s expense and accompanied by a representative of the Company,
      to:

     

    
      	(a)  	
              visit
                and inspect any of the properties of the Company, Cancable Parent
                or any
                of their respective Subsidiaries;

            


    

     

    
      	(b)  	
              examine
                the corporate and financial records of the Company, Cancable Parent
                or any
                of their respective Subsidiaries (unless such examination is not
                permitted
                by federal, state, provincial or local law or by contract) and make
                copies
                thereof or extracts therefrom; and

            


    

     

    
      	(c)  	
              discuss
                the affairs, finances and accounts of the Company, Cancable Parent
                or any
                of their respective Subsidiaries with the directors, officers and
                independent accountants of the Company, Cancable Parent or any of
                their
                respective Subsidiaries.

            


    

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, neither the Company, Cancable Parent nor any of their respective
      Subsidiaries will provide any material, non-public information to the Purchaser
      unless the Purchaser signs a confidentiality agreement and otherwise complies
      with Regulation FD, under the federal securities laws.

     

    
      	6.4  	
              Taxes. 

            


    

     

    Each
      of
      the Company, Cancable Parent and each of their respective Subsidiaries will
      promptly pay and discharge, or cause to be paid and discharged, when due and
      payable, all lawful taxes, assessments and governmental charges or levies
      imposed upon the income, profits, property or business of the Company, Cancable
      Parent and their respective Subsidiaries; provided, however, that any such
      tax,
      assessment, charge or levy need not be paid if the validity thereof shall
      currently be contested in good faith by appropriate proceedings and if the
      Company, Cancable Parent and/or such Subsidiary shall have set aside on its
      books adequate reserves with respect thereto, and provided, further, that the
      Company, Cancable Parent and their respective Subsidiaries will pay all such
      taxes, assessments, charges or levies forthwith upon the commencement of
      proceedings to foreclose any lien which may have attached as security
      therefor.

     

    If
      Company, Cancable Parent or any of their respective Subsidiaries shall be
      required by law to deduct or withhold in respect of any and all present or
      future taxes, levies, imposts, deductions and other governmental charges or
      withholdings, and all interest, penalties and other liabilities with respect
      thereto, imposed by any jurisdiction (or any political subdivision thereof)
      (“Taxes”)
      other
      than, with respect to the Purchaser, any Taxes (including income, branch profits
      or franchise taxes) imposed on or measured by its net income (“Indemnified
      Taxes”)
      from
      or in respect of any sum payable hereunder to the Purchaser, then:

     

    
      	(a)  	
              the
                sum payable shall be increased by such additional amount (the
                “Additional
                Amount”)
                as necessary so that after making all required deductions and withholdings
                (including deductions and withholdings applicable to such Additional
                Amount) the Purchaser receives an amount equal to the sum it would
                have
                received had no such deductions or withholdings been
                made;

            


    

     

    
      	(b)  	
              the
                Company, Cancable Parent or such Subsidiary shall make the appropriate
                deductions or withholdings and shall pay the full amount deducted
                or
                withheld to the relevant taxing authority or other authority in accordance
                with applicable law;

            


    

     

    
      	(c)  	
              within
                thirty (30) days after the date of such payment, upon the Purchaser’s
                request, the Company, Cancable Parent or such Subsidiary shall furnish
                to
                the Purchaser the original or a certified copy of a receipt evidencing
                payment thereof, or other evidence of payment reasonably satisfactory
                to
                the Purchaser; 

            


    

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    
      	(d)  	
              if
                the Company, Cancable Parent or such Subsidiary fails to pay amounts
                in
                accordance with paragraph (b)
                above, the Company, Cancable Parent or such Subsidiary shall indemnify
                the
                Purchaser for any incremental Indemnified Taxes that is paid by the
                Purchaser as a result of the failure; 

            


    

     

    
      	(e)  	
              the
                Company will indemnify the Purchaser for the full amount of any Taxes
                imposed by any jurisdiction and paid by the Purchaser with respect
                to any
                Additional Amount payable pursuant to paragraph (a)
                above and any liability (including penalties, interest and expenses)
                arising therefrom or with respect thereto, whether or not such Taxes
                are
                correctly asserted; and

            


    

     

    
      	(f)  	
              the
                indemnification contemplated in paragraphs (d)
                and (e)
                above shall be made within 30 days from the date the Purchaser makes
                written demand therefor (which demand shall identify the nature and
                amount
                of Taxes for which indemnification is being sought and shall include
                a
                copy of the relevant portion of any written assessment from the
                governmental authority demanding payment of such
                Taxes).

            


    

     

    
      	6.5  	
              Insurance. 

            


    

     

    Each
      of
      the Company, Cancable Parent and their respective Subsidiaries will keep its
      assets which are of an insurable character insured by financially sound and
      reputable insurers against loss or damage by fire, explosion and other risks
      customarily insured against by companies in similar business similarly situated
      as the Company, Cancable Parent and their respective; and the Company, Cancable
      Parent and their respective Subsidiaries will maintain, with financially sound
      and reputable insurers, insurance against other hazards and risks and liability
      to persons and property to the extent and in the manner which the Company
      reasonably believes is customary for companies in similar business similarly
      situated as the Company, Cancable Parent and their respective Subsidiaries
      and
      to the extent available on commercially reasonable terms. The Company, Cancable
      Parent and each of their respective Subsidiaries will jointly and severally
      bear
      the full risk of loss from any loss of any nature whatsoever with respect to
      the
      assets pledged to the Purchaser as security for its obligations hereunder and
      under the Related Agreements. At the Company’s, Cancable Parent’s and each of
      their respective Subsidiaries’ joint and several cost and expense in amounts and
      with carriers reasonably acceptable to Purchaser, the Company, Cancable Parent
      and each of their respective Subsidiaries shall (i) keep all its insurable
      properties and properties in which it has an interest insured against the
      hazards of fire, flood, sprinkler leakage, those hazards covered by extended
      coverage insurance and such other hazards, and for such amounts, as is customary
      in the case of companies engaged in businesses similar to the Company’s,
      Cancable Parent or their respective Subsidiary’s including business interruption
      insurance; (ii) maintain a bond in such amounts as is customary in the case
      of
      companies engaged in businesses similar to the Company’s, Cancable Parent’s or
      their respective Subsidiary’s insuring against larceny, embezzlement or other
      criminal misappropriation of insured’s officers and employees who may either
      singly or jointly with others at any time have access to the assets or funds
      of
      the Company, Cancable Parent or any of their respective Subsidiaries either
      directly or through governmental authority to draw upon such funds or to direct
      generally the disposition of such assets; (iii) maintain public and product
      liability insurance against claims for personal injury, death or property damage
      suffered by others; (iv) maintain all such worker’s compensation or similar
      insurance as may be required under the laws of any state or jurisdiction in
      which the Company, Cancable Parent or their respective Subsidiary is engaged
      in
      business; and (v) furnish Purchaser with (x) copies of all policies and evidence
      of the maintenance of such policies at least thirty (30) days before any
      expiration date, (y) excepting the Company’s workers’ compensation policy,
      endorsements to such policies naming Purchaser as “co-insured”
or
      “additional
      insured”
and
      appropriate loss payable endorsements in form and substance satisfactory to
      Purchaser, naming Purchaser as loss payee, and (z) evidence that as to Purchaser
      the insurance coverage shall not be impaired or invalidated by any act or
      neglect of the Company, Cancable Parent or any Subsidiary and the insurer will
      provide Purchaser with at least thirty (30) days notice prior to cancellation.
      So long as the Note remains outstanding, the Company, Cancable Parent and each
      of their respective Subsidiary shall instruct the insurance carriers that in
      the
      event of any loss thereunder, the carriers shall make payment for such loss
      to
      the Company, Cancable Parent and/or the Subsidiary and Purchaser jointly. In
      the
      event that as of the date of receipt of each loss recovery upon any such
      insurance, the Purchaser has not declared an event of default with respect
      to
      this Agreement or any of the Related Agreements, then the Company, Cancable
      Parent and/or such Subsidiary shall be permitted to direct the application
      of
      such loss recovery proceeds toward investment in property, plant and equipment
      that would comprise “Collateral”
secured
      by Purchaser’s security interest pursuant to its security agreement, with any
      surplus funds to be applied toward payment of the obligations of the Company
      to
      Purchaser. In the event that Purchaser has properly declared an event of default
      with respect to this Agreement or any of the Related Agreements, then all loss
      recoveries received by Purchaser upon any such insurance thereafter may be
      applied to the obligations of the Company hereunder and under the Related
      Agreements, in such order as the Purchaser may determine. Any surplus (following
      satisfaction of all Company obligations to Purchaser) shall be paid by Purchaser
      to the Company or applied as may be otherwise required by law. Any deficiency
      thereon shall be paid by the Company, Cancable Parent or their respective
      Subsidiaries, as applicable, to Purchaser, on demand. Notwithstanding anything
      herein or in any Related Agreement to the contrary, the Company shall obtain
      customary insurance and name the Purchaser as an additional insured and loss
      payee thereunder as soon as practicable following the Closing Date, and in
      any
      event within thirty days following the Closing Date.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    
      	6.6  	
              Intellectual
                Property.

            


    

     

    Each
      of
      the Company, Cancable Parent and each of their respective Subsidiaries shall
      maintain in full force and effect its existence, rights and franchises and
      all
      licenses and other rights to use Intellectual Property owned or possessed by
      it
      and reasonably deemed to be necessary to the conduct of its
      business.

     

    
      	6.7  	
              Properties.

            


    

     

    Each
      of
      the Company, Cancable Parent and each of their respective Subsidiaries will
      keep
      its properties in good repair, working order and condition, reasonable wear
      and
      tear excepted, and from time to time make all needful and proper repairs,
      renewals, replacements, additions and improvements thereto; and each of the
      Company, Cancable Parent and each of their respective Subsidiaries will at
      all
      times comply with each provision of all leases to which it is a party or under
      which it occupies property if the breach of such provision could, either
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    
      	6.8  	
              Confidentiality.

            


    

     

    Each
      of
      the Company and Cancable Parent on behalf of itself and its successors, assigns
      and Affiliates, agrees to use its best efforts to maintain as confidential
      all
      confidential information provided to it by the Purchaser, including, but not
      limited to, financial statements, certificates, reports, agreements and
      information, financial results, information that may constitute material
      non-public information and other information considered by the Purchaser to
      be
      confidential and proprietary and to use such information in compliance with
      all
      applicable laws, solely for the purpose of and as necessary to fulfill its
      obligations under this Agreement and will not reveal it to any third party
      without the express written consent of the Purchaser. Each of the Company and
      Cancable Parent will take appropriate measures to prevent its agents, employees
      and subcontractors from using or disclosing any such confidential information,
      except as is expressly permitted under this Agreement. Each of the Company
      and
      Cancable Parent agrees that it will not disclose, and will not include in any
      public announcement, the name of the Purchaser, unless expressly agreed to
      by
      the Purchaser or unless and until such disclosure is required by law or
      applicable regulation, and then only to the extent of such requirement and
      upon
      notice to the Purchaser. Notwithstanding the foregoing, the Company and Cancable
      Parent may disclose Purchaser’s identity and the terms of this Agreement to its
      current and prospective debt and equity financing sources and in its filings
      with the SEC.

     

    
      	6.9  	
              Required
                Approvals. 

            


    

     

    Each
      of
      the Company and Cancable Parent, without the prior written consent of the
      Purchaser, shall not, and shall not permit any of their respective Subsidiaries
      to:

     

    
      	(a)  	
              (i) directly
                or indirectly declare or pay any dividends, other than dividends
                paid to
                the Company or to Cancable Parent or any of their respective wholly-owned
                Subsidiaries, (ii) issue any preferred stock that is mandatorily
                redeemable prior to the one year anniversary of Maturity Date (as
                defined
                in the Note) or (iii) redeem any of its preferred stock or other
                equity
                interests other than, in the case of (i), contributions to the corporate
                expenses and overhead of Creative Vistas, Inc. not to exceed, when
                aggregated with all dividends and distributions made to CVAS and
                all
                management services and analogous fees paid to CVAS, Cdn.$350,000
                per
                annum;

            


    

     

    
      	(b)  	
              liquidate,
                dissolve or effect a material reorganization (it being understood
                that in
                no event shall the Company dissolve, liquidate or merge with any
                other
                person or entity (unless the Company is the surviving
                entity));

            


    

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    
      	(c)  	
              become
                subject to (including, without limitation, by way of amendment to
                or
                modification of) any agreement or instrument which by its terms would
                (under any circumstances) restrict the Company’s, Cancable Parent’s or any
                of their respective Subsidiaries right to perform the provisions
                of this
                Agreement, any Related Agreement or any of the agreements contemplated
                hereby or thereby; 

            


    

     

    
      	(d)  	
              materially
                alter or change the scope of the business of the Company, Cancable
                Parent
                and their respective Subsidiaries taken as a whole (other than as
                necessary or desirable to align such businesses with that of Creative
                Vistas, Inc. or its Subsidiaries); 

            


    

     

    
      	(e)  	
              (i) create,
                incur, assume or suffer to exist any indebtedness (exclusive of trade
                debt
                and debt incurred to finance the purchase of equipment (not in excess
                of
                five percent (5%) of the fair market value of the Company’s, Cancable
                Parent’s and their respective Subsidiaries’ assets) whether secured or
                unsecured other than (x) the Company’s indebtedness to the Purchaser, (y)
                indebtedness set forth on Schedule 6.12(e) attached hereto and made
                a part
                hereof and any refinancings or replacements thereof on terms no less
                favorable to the Purchaser than the indebtedness being refinanced
                or
                replaced, and (z) any debt incurred in connection with the purchase
                of
                assets in the ordinary course of business, or any refinancings or
                replacements thereof on terms no less favorable to the Purchaser
                than the
                indebtedness being refinanced or replaced; (ii) cancel any debt owing
                to it in excess of USD100,000 in the aggregate during any 12 month
                period;
                (iii) assume, guarantee, endorse or otherwise become directly or
                contingently liable in connection with any obligations of any other
                Person, except the endorsement of negotiable instruments by the Company
                for deposit or collection or similar transactions in the ordinary
                course
                of business or guarantees of indebtedness otherwise permitted to
                be
                outstanding pursuant to this clause (e);

            


    

     

    
      	(f)  	
              create
                or acquire any Subsidiary after the date hereof unless (i) such
                Subsidiary is a wholly-owned Subsidiary of the Company and (ii) such
                Subsidiary becomes party to the Master Security Agreement, the Stock
                Pledge Agreement and the Subsidiary Guaranty (in each case, either
                by
                executing a counterpart thereof or an assumption or joinder agreement
                in
                respect thereof) and, to the extent reasonably required by the Purchaser,
                satisfies each condition of this Agreement and the Related Agreements
                as
                if such Subsidiary were a Subsidiary on the Closing Date;
                or

            


    

     

    
      	(g)  	
              issue
                or sell any of the share capital in the Company and/or Cancable Parent
                or
                any rights, warrants or securities convertible into or exercisable
                or
                exchangeable for any share in the capital of the Company and/or Cancable
                Parent.

            


    

     

    
      	6.10  	
              Opinion. 

            


    

     

    On
      the
      Closing Date, the Company will deliver to the Purchaser (i) an opinion
      reasonably acceptable to the Purchaser from the Company’s external corporate
      legal counsel in the form of Exhibit C hereto and (ii) an opinion reasonably
      acceptable to the Purchaser from the Company’s external tax counsel addressing
      issues of withholding tax in the form of Exhibit D hereto.

     

    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    
      	6.11  	
              Margin
                Stock.

            


    

     

    The
      Company will not permit any of the proceeds of the Note or the Option to be
      used
      directly or indirectly to “purchase”
or
      “carry”
      “margin
      stock”
or
      to
      repay indebtedness incurred to “purchase”
or
      “carry”
      “margin
      stock”
within
      the respective meanings of each of the quoted terms under Regulation U of the
      Board of Governors of the Federal Reserve System as now and from time to time
      hereafter in effect.

     

    
      	6.12  	
              Financing
                Right of First Refusal. 

            


    

     

    
      	(a)  	
              For
                a period of one hundred eighty (180) days following the Closing Date,
                each
                of the Company and Cancable Parent hereby grants to the Purchaser
                a right
                of first refusal to provide any Additional Financing (as defined
                below) to
                be issued by the Company, Cancable Parent and/or any of their respective
                Subsidiaries, subject to the following terms and conditions. From
                and
                after the date hereof, prior to the incurrence of any additional
                indebtedness and/or the sale or issuance of any equity interests
                of the
                Company, Cancable Parent or any of their respective Subsidiaries
                (other
                than (i) pursuant to options, warrants or other obligations to issue
                shares outstanding on the date hereof as disclosed to Purchaser in
                writing; (ii) pursuant to options that may be issued under any employee
                incentive stock option and/or any qualified stock option plan adopted
                by
                the Company; or (iii) securities issued pursuant to acquisitions
                or
                strategic transactions the primary purpose of which is not raising
                capital, so long as, in the case of this clause (iii), such shares
                of
                Common Stock so issued (or securities convertible into Common Stock
                so
                issued) are restricted and do not become freely or publicly traded
                in any
                respect prior to the two year anniversary of the issuance thereof)
                (each,
                an “Additional
                Financing”),
                the Company, Cancable Parent and/or any of their respective Subsidiaries,
                as the case may be, shall notify the Purchaser of its intention to
                enter
                into such Additional Financing. In connection therewith, the Company,
                Cancable Parent and/or the applicable Subsidiary thereof shall submit
                a
                fully executed term sheet (a “Proposed
                Term Sheet”)
                to the Purchaser setting forth the terms, conditions and pricing
                of any
                such Additional Financing (such financing to be negotiated on
                “arm’s
                length”
                terms and the terms thereof to be negotiated in good faith) proposed
                to be
                entered into by the Company, Cancable Parent and/or such Subsidiary.
                The
                Purchaser shall have the right, but not the obligation, to deliver
                its own
                proposed term sheet (the “Purchaser
                Term Sheet”)
                setting forth the terms and conditions upon which Purchaser would
                be
                willing to provide such Additional Financing to the Company, Cancable
                Parent and/or such Subsidiary. The Purchaser Term Sheet shall contain
                terms no less favorable to the Company, Cancable Parent and /or the
                Subsidiary than those outlined in Proposed Term Sheet. The Purchaser
                shall
                deliver such Purchaser Term Sheet within ten business days of receipt
                of
                each such Proposed Term Sheet. If the provisions of the Purchaser
                Term
                Sheet are at least as favorable to the Company, Cancable Parent and/or
                such Subsidiary, as the case may be, as the provisions of the Proposed
                Term Sheet, the Company, Cancable Parent and/or such Subsidiary shall
                (a)
                either enter into and consummate the Additional Financing transaction
                outlined in the Purchaser Term Sheet or (b) choose not to consummate
                such
                Additional Financing, in which case the Company shall be obligated
                to
                comply with the provisions of this Section 6.12
                with respect to any future potential
                financing.

            


    

     

    
      	(b)  	
              The
                Company and Cancable Parent will not, and will not permit their respective
                Subsidiaries to, agree, directly or indirectly, to any restriction
                with
                any person or entity which limits the ability of the Purchaser to
                consummate an Additional Financing with the Company, Cancable Parent
                or
                any of their respective
                Subsidiaries.

            


    

     

    
      
        
        

      

      
        -25-

        
          

        

      

      
        
        

      

    

     

    
      	6.13  	
              Account
                Agreements.

            


    

     

    Forthwith
      following the Closing Date, the Company and Cancable Parent shall, and shall
      cause their respective Subsidiaries to, enter into agreements with the Purchaser
      and each bank at which an account identified in Schedule 4.25
      is
      maintained, affording the Purchaser sole dominion and control over the account
      upon the occurrence and during the continuation of an event of default under
      the
      Note. The Company and Cancable Parent shall, and shall cause their respective
      Subsidiaries to, enter into a comparable agreement in relation to any account
      opened following the date hereof which may, in the ordinary course of business
      from time to time, have in excess of $50,000 on deposit.

     

    
      	7.  	
              Covenants
                of the Purchaser. 

            


    

     

    The
      Purchaser covenants and agrees with the Company as follows:

     

    
      	7.1  	
              Confidentiality. 

            


    

     

    The
      Purchaser on behalf of itself and its successors, assigns and Affiliates, agrees
      to use its best efforts to maintain as confidential all confidential information
      provided to it by the Company, including, but not limited to, financial
      statements, certificates, reports, agreements and information, financial
      results, information that may constitute material non-public information and
      other information considered by the Company to be confidential and proprietary
      and to use such information in compliance with all applicable laws, solely
      for
      the purpose of and as necessary to fulfill its obligations under this Agreement
      and will not reveal it to any third party without the express written consent
      of
      the Company. The Purchaser will take appropriate measures to prevent its agents,
      employees and subcontractors from using or disclosing any such confidential
      information, except as is expressly permitted under this Agreement. The
      Purchaser agrees that it will not disclose, and will not include in any public
      announcement, the name of the Company, unless expressly agreed to by the Company
      or unless and until such disclosure is required by law or applicable regulation,
      and then only to the extent of such requirement and upon notice to the
      Company.

     

    
      
        
        

      

      
        -26-

        
          

        

      

      
        
        

      

    

     

    
      	7.2  	
              Non-Public
                Information. 

            


    

     

    The
      Purchaser agrees not to effect any sales in the shares of the Company’s Common
      Stock while in possession of material, non-public information regarding the
      Company if such sales would violate applicable securities law.

     

    
      	7.3  	
              Limitation
                on Acquisition of Common Stock of the Company. 

            


    

     

    Notwithstanding
      anything to the contrary contained in this Agreement, any Related Agreement
      or
      any document, instrument or agreement entered into in connection with any other
      transactions between the Purchaser and the Company, the Purchaser may not
      acquire stock in the Company (including, without limitation, pursuant to a
      contract to purchase, by exercising an option or warrant, by converting any
      other security or instrument, by acquiring or exercising any other right to
      acquire, shares of stock or other security convertible into shares of stock
      in
      the Company, or otherwise, and such contracts, options, warrants, conversion
      or
      other rights shall not be enforceable or exercisable) to the extent such stock
      acquisition would cause any interest (including any original issue discount)
      payable by the Company to the Purchaser not to qualify as “portfolio
      interest”
within
      the meaning of Section 881(c)(2) of the Code, by reason of Section 881(c)(3)
      of
      the Code, taking into account the constructive ownership rules under Section
      871(h)(3)(C) of the Code (the “Stock
      Acquisition Limitation”).
      The
      Stock Acquisition Limitation shall automatically become null and void without
      any notice to the Company upon the earlier to occur of either (a) the Company’s
      delivery to the Purchaser of a Notice of Redemption (as defined in the Note)
      or
      (b) the existence of an Event of Default (as defined in the Note or any other
      note issued by the Company to the Purchaser).

     

    
      	8.  	
              Covenants
                of the Company and Purchaser Regarding
                Indemnification.

            


    

     

    
      	8.1  	
              Company
                Indemnification. 

            


    

     

    Each
      of
      the Company and Cancable Parent agrees to indemnify, hold harmless, reimburse
      and defend the Purchaser, each of the Purchaser’s officers, directors, agents,
      affiliates, control persons, and principal shareholders, against any claim,
      cost, expense, liability, obligation, loss or damage (including reasonable
      legal
      fees) of any nature, incurred by or imposed upon the Purchaser which results,
      arises out of or is based upon: (i) any misrepresentation by the Company,
      Cancable Parent or any of their respective Subsidiaries or breach of any
      warranty by the Company, Cancable Parent or any of their respective Subsidiaries
      in this Agreement, any other Related Agreement or in any exhibits or schedules
      attached hereto or thereto; or (ii) any breach or default in performance by
      Company, Cancable Parent or any of their respective Subsidiaries of any covenant
      or undertaking to be performed by Company, Cancable Parent or any of their
      respective Subsidiaries hereunder, under any other Related Agreement or any
      other agreement entered into by the Company, Cancable Parent and/or any of
      their
      respective Subsidiaries and Purchaser relating hereto or thereto.

     

    
      	8.2  	
              Purchaser’s
                Indemnification. 

            


    

     

    Purchaser
      agrees to indemnify, hold harmless, reimburse and defend the Company and each
      of
      the Company’s officers, directors, agents, affiliates, control persons and
      principal shareholders, at all times against any claim, cost, expense,
      liability, obligation, loss or damage (including reasonable legal fees) of
      any
      nature, incurred by or imposed upon the Company which results, arises out of
      or
      is based upon: (i) any misrepresentation by Purchaser or breach of any warranty
      by Purchaser in this Agreement or in any exhibits or schedules attached hereto
      or any Related Agreement; or (ii) any breach or default in performance by
      Purchaser of any covenant or undertaking to be performed by Purchaser hereunder,
      or any other agreement entered into by the Company and Purchaser relating
      hereto.

     

    
      
        
        

      

      
        -27-

        
          

        

      

      
        
        

      

    

     

    
      	8.3  	
              Offering
                Restrictions. 

            


    

     

    Neither
      the Company, Cancable Parent nor any of their respective Subsidiaries will,
      prior to the full repayment or conversion of the Note (together with all accrued
      and unpaid interest and fees related thereto), (x) enter into any equity line
      of
      credit agreement or similar agreement or (y) issue, or enter into any agreement
      to issue, any securities with a variable/floating conversion and/or pricing
      feature which are or could be (by conversion or registration) free-trading
      securities (i.e. common stock subject to a registration statement).

     

    
      	9.  	
              Miscellaneous.

            


    

     

    
      	9.1  	
              Governing
                Law. 

            


    

     

    THIS
      AGREEMENT AND EACH RELATED AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
      OF CONFLICTS OF LAWS. ANY ACTION BROUGHT BY EITHER PARTY AGAINST THE OTHER
      CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND EACH RELATED
      AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE
      FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK. BOTH PARTIES AND THE
      INDIVIDUALS EXECUTING THIS AGREEMENT AND THE RELATED AGREEMENTS ON BEHALF OF
      THE
      COMPANY AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS AND WAIVE TRIAL
      BY
      JURY. IN THE EVENT THAT ANY PROVISION OF THIS AGREEMENT OR ANY RELATED AGREEMENT
      DELIVERED IN CONNECTION HEREWITH IS INVALID OR UNENFORCEABLE UNDER ANY
      APPLICABLE STATUTE OR RULE OF LAW, THEN SUCH PROVISION SHALL BE DEEMED
      INOPERATIVE TO THE EXTENT THAT IT MAY CONFLICT THEREWITH AND SHALL BE DEEMED
      MODIFIED TO CONFORM WITH SUCH STATUTE OR RULE OF LAW. ANY SUCH PROVISION WHICH
      MAY PROVE INVALID OR UNENFORCEABLE UNDER ANY LAW SHALL NOT AFFECT THE VALIDITY
      OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT OR ANY RELATED
      AGREEMENT. IF ANY PARTY SHALL COMMENCE AN ACTION OR PROCEEDING TO ENFORCE ANY
      PROVISIONS HEREOF, THEN THE PREVAILING PARTY IN SUCH ACTION OR PROCEEDING SHALL
      BE REIMBURSED BY THE OTHER PARTY FOR ITS ATTORNEYS FEES AND OTHER COSTS AND
      EXPENSES INCURRED WITH THE INVESTIGATION, PREPARATION AND PROSECUTION OF SUCH
      ACTION OR PROCEEDING.

     

    
      
        
        

      

      
        -28-

        
          

        

      

      
        
        

      

    

     

    
      	9.2  	
              Survival.

            


    

     

    The
      representations, warranties, covenants and agreements made herein shall survive
      any investigation made by the Purchaser and the closing of the transactions
      contemplated hereby to the extent provided therein. All statements as to factual
      matters contained in any certificate or other instrument delivered by or on
      behalf of the Company and/or Cancable Parent pursuant hereto in connection
      with
      the transactions contemplated hereby shall be deemed to be representations
      and
      warranties by the Company and/or Cancable Parent, as the case may be, hereunder
      solely as of the date of such certificate or instrument.

     

    
      	9.3  	
              Successors. 

            


    

     

    Except
      as
      otherwise expressly provided herein, the provisions hereof shall inure to the
      benefit of, and be binding upon, the successors, heirs, executors and
      administrators of the parties hereto and shall inure to the benefit of and
      be
      enforceable by each person who shall be a holder of the Securities from time
      to
      time. Purchaser may not assign its rights hereunder to a competitor of the
      Company.

     

    
      	9.4  	
              Entire
                Agreement; Maximum Interest. 

            


    

     

    This
      Agreement, the Related Agreements, the exhibits and schedules hereto and thereto
      and the other documents delivered pursuant hereto constitute the full and entire
      understanding and agreement between the parties with regard to the subjects
      hereof and no party shall be liable or bound to any other in any manner by
      any
      representations, warranties, covenants and agreements except as specifically
      set
      forth herein and therein. Nothing contained in this Agreement, any Related
      Agreement or in any document referred to herein or delivered in connection
      herewith shall be deemed to establish or require the payment of a rate of
      interest or other charges in excess of the maximum rate permitted by applicable
      law. In the event that the rate of interest or dividends required to be paid
      or
      other charges hereunder exceed the maximum rate permitted by such law, any
      payments in excess of such maximum shall be credited against amounts owed by
      the
      Company to the Purchaser and thus refunded to the Company.

     

    
      	9.5  	
              Severability. 

            


    

     

    In
      case
      any provision of the Agreement shall be invalid, illegal or unenforceable,
      the
      validity, legality and enforceability of the remaining provisions shall not
      in
      any way be affected or impaired thereby.

     

    
      	9.6  	
              Amendment
                and Waiver.

            


    

     

    
      	(a)  	
              This
                Agreement may be amended or modified only upon the written consent
                of the
                Company, Cancable Parent and the
                Purchaser.

            


    

     

    
      	(b)  	
              The
                obligations of the Company and Cancable Parent and the rights of
                the
                Purchaser under this Agreement may be waived only with the written
                consent
                of the Purchaser. 

            


    

     

    
      	(c)  	
              The
                obligations of the Purchaser and the rights of the Company and Cancable
                Parent under this Agreement may be waived only with the written consent
                of
                the Company and Cancable Parent.

            


    

     

    
      
        
        

      

      
        -29-

        
          

        

      

      
        
        

      

    

     

    
      	9.7  	
              Delays
                or Omissions. 

            


    

     

    It
      is
      agreed that no delay or omission to exercise any right, power or remedy accruing
      to any party, upon any breach, default or non-compliance by another party under
      this Agreement or the Related Agreements, shall impair any such right, power
      or
      remedy, nor shall it be construed to be a waiver of any such breach, default
      or
      non-compliance, or any acquiescence therein, or of or in any similar breach,
      default or non-compliance thereafter occurring. All remedies, either under
      this
      Agreement or the Related Agreements, by law or otherwise afforded to any party,
      shall be cumulative and not alternative.

     

    
      	9.8  	
              Notices. 

            


    

     

    All
      notices required or permitted hereunder shall be in writing and shall be deemed
      effectively given:

     

    
      	(a)  	
              upon
                personal delivery to the party to be
                notified;

            


    

     

    
      	(b)  	
              when
                sent by confirmed facsimile if sent during normal business hours
                of the
                recipient, if not, then on the next business
                day;

            


    

     

    
      	(c)  	
              three
                (3) business days after having been sent by registered or certified
                mail,
                return receipt requested, postage prepaid;
                or

            


    

     

    
      	(d)  	
              one
                (1) day after deposit with a nationally recognized overnight courier,
                specifying next day delivery, with written verification of
                receipt.

            


    

     

    All
      communications shall be sent as follows:

     

    If
      to the
      Company or Cancable Parent, to:

     

    Cancable
      Inc.

    2100
      Forbes Street,

    Units-8-10

    Whitby,
      Ontario, L1N 9T3

    Canada

    Telephone: 905.666.8676

    Facsimile: 905.666.9795

    Attention: Chief
      Financial Officer

     

    with
      a
      copy to (which shall not constitute notice):

     

    Andrew
      J.
      Beck, Esq.

    Torys
      LLP

    237
      Park
      Avenue

    20th
      Floor

    New
      York,
      NY 10017

    Facsimile: (212)
      682-0200

     

    
      
        
        

      

      
        -30-

        
          

        

      

      
        
        

      

    

     

    If
      to the
      Purchaser, to:

     

    Laurus
      Master Fund, Ltd.

    c/o
      M&C Corporate Services Limited

    P.O.
      Box
      309 GT

    Ugland
      House

    South
      Church Street

    George
      Town

    Grand
      Cayman, Cayman Islands

    Facsimile: 345-949-8080

     

    with
      a
      copy to:

     

    John
      E.
      Tucker, Esq.

    825
      Third
      Avenue

    14th
      Floor

    New
      York,
      NY 10022

    Facsimile:
      212-541-4434

     

    or
      at
      such other address as the Company, Cancable Parent or the Purchaser may
      designate by written notice to the other parties hereto given in accordance
      herewith.

     

    
      	9.9  	
              Attorneys’
                Fees. 

            


    

     

    In
      the
      event that any suit or action is instituted to enforce any provision in this
      Agreement or any Related Agreement, the prevailing party in such dispute shall
      be entitled to recover from the losing party all fees, costs and expenses of
      enforcing any right of such prevailing party under or with respect to this
      Agreement and/or such Related Agreement, including, without limitation, such
      reasonable fees and expenses of attorneys and accountants, which shall include,
      without limitation, all fees, costs and expenses of appeals.

     

    
      	9.10  	
              Titles
                and Subtitles. 

            


    

     

    The
      titles of the sections and subsections of this Agreement are for convenience
      of
      reference only and are not to be considered in construing this
      Agreement.

     

    
      	9.11  	
              Facsimile
                Signatures; Counterparts. 

            


    

     

    This
      Agreement may be executed by facsimile signatures and in any number of
      counterparts, each of which shall be an original, but all of which together
      shall constitute one agreement.

     

    
      	9.12  	
              Broker’s
                Fees. 

            


    

     

    Except
      as
      set forth on Schedule 11.12 hereof, each party hereto represents and warrants
      that no agent, broker, investment banker, person or firm acting on behalf of
      or
      under the authority of such party hereto is or will be entitled to any broker’s
      or finder’s fee or any other commission directly or indirectly in connection
      with the transactions contemplated herein. Each party hereto further agrees
      to
      indemnify each other party for any claims, losses or expenses incurred by such
      other party as a result of the representation in this Section 9.12
      being
      untrue.

     

    
      
        
        

      

      
        -31-

        
          

        

      

      
        
        

      

    

     

    
      	9.13  	
              Construction. 

            


    

     

    Each
      party acknowledges that its legal counsel participated in the preparation of
      this Agreement and the Related Agreements and, therefore, stipulates that the
      rule of construction that ambiguities are to be resolved against the drafting
      party shall not be applied in the interpretation of this Agreement or any
      Related Agreement to favor any party against the other.

     

    
      	9.14  	
              Currency
                Indemnity. 

            


    

     

    If,
      for
      the purposes of obtaining judgment in any court in any jurisdiction with respect
      to this Agreement or any of the Related Agreements, it becomes necessary to
      convert into the currency of such jurisdiction (the “Judgment
      Currency”)
      any
      amount due under this Agreement or under any of the Related Agreements in any
      currency other than the Judgment Currency (the “Currency
      Due”),
      then
      conversion shall be made at the Exchange Rate at which the Purchaser is able,
      on
      the relevant date, to purchase the Currency Due with the Judgment Currency
      prevailing on the Business Day before the day on which judgment is given. In
      the
      event that there is a change in the rate of Exchange Rate prevailing between
      the
      Business Day before the day on which the judgment is given and the date of
      receipt by the Purchaser of the amount due, Company will, on the date of receipt
      by the Purchaser, pay such additional amounts, if any, or be entitled to receive
      reimbursement of such amount, if any, as may be necessary to ensure that the
      amount received by the Purchaser on such date is the amount in the Judgment
      Currency which when converted at the rate of exchange prevailing on the date
      of
      receipt by the Purchaser is the amount then due under this Agreement or such
      of
      the Related Agreements in the Currency Due. If the amount of the Currency Due
      which the Purchaser is able to purchase is less than the amount of the Currency
      Due originally due to it, Company shall indemnify and save the Purchaser
      harmless from and against loss or damage arising as a result of such deficiency.
      The indemnity contained herein shall constitute an obligation separate and
      independent from the other obligations contained in this Agreement and the
      Related Agreements, shall give rise to a separate and independent cause of
      action, shall apply irrespective of any indulgence granted by the Purchaser
      from
      time to time and shall continue in full force and effect notwithstanding any
      judgment or order for a liquidated sum in respect of an amount due under this
      Agreement or any of the Related Agreements or under any judgment or
      order.

     

    [THE
      REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -32-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed the SECURITIES
      PURCHASE AGREEMENT
      as of
      the date set forth in the first paragraph hereof.

     

    
      
        
          	
                  COMPANY:

                	 	
                  PURCHASER:

                


        

         

      

      
        	
                CANCABLE,
                  INC.

                 

              	 	
                LAURUS
                  MASTER FUND, LTD.

                 

              
	
                Per:

              	
                /s/
                  Ross Jepson

              	 	
                /s/
                  David Grin

              
	 	
                Name:
                  Ross Jepson

              	 	
                Name:
                  David Grin

              
	 	
                Title:
                  President

              	 	 	
                Title:
                  Director

              


      

      


       

    

    
      	
              CANCABLE
                HOLDING CORP.

               

            	 	
               

            
	
              Per:

            	
              /s/
                Sayan Navaratnam

            	 	
            
	 	
              Name:
                Sayan Navaratnam

            	 	
            
	 	
              Title:
                Chairman and CEO

            	 	 	
            


    

    


     

    
      
        
        

      

      
        -33-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      “A”

    FORM
      OF NOTE

     

     

     

    
 

    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      “B”

    FORM
      OF OPTION

     

     

     

    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      “C”

    FORM
      OF TAX OPINION

     

     

    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      “D”

    FORM
      OF OPINION

     

     

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      “E”

    FORM
      OF ESCROW AGREEMENT

     

     

    
 

    
      
        
        

      

      -38-