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Exhibit 10.14
 SHARE PURCHASE AGREEMENT
 Agreement Buyer Company Seller
 RECITALS
 Company Shares Exhibit A
    AGREEMENT
  ARTICLE I.
DEFINITIONS.
  Certain Matters of Construction
   1




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Certain Definitions.
 2007 and 2008 Financial Statements
 Action
 Affiliate control controlling controlled
by under common control with
 Agreement
 Alternative Transaction
 Audited Financials
 Balance Sheet Date
 Balance Sheet Net Book Value
 Base Consideration Amount
 Business
 2




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Business Day
 Business Intellectual Property
 Buyer
 Buyer Indemnified Parties
 By-laws
 Cash
 Cash Consideration
 Charter
 Closing
 Closing Cash Consideration
 Closing Date
 Code
 Company
 Company Plans
 Company Shares
 Consolidated Net Income provided
 Contracts
 Contractual Obligation
 3




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Damages
 Debt
 Employee
 Enforceable
 Environmental Conditions e.g.
 Environmental Laws
 Environmental Permits
 Equity Securities
 ERISA
 ERISA Affiliate
 4




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Facilities
 Financial Statements
 GAAP
 Governmental Authority
 Governmental Order
 Hazardous Substances PCBs
 Indemnification Basket
 Indemnified Party
 Intellectual Property
 Interest Charges plus
 Interim Financials
 IRS
 Knowledge
 5




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Laurus Master Fund, Ltd.
 Legal Requirement
 Licensed Intellectual Property
 Licenses
 Lien provided however
 Material Adverse Effect
 Most Recent Balance Sheet
 Net Income
 Notified Party
 Operating Agreement
 6




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Ordinary Course of Business
 Payroll Proration multiplied by
 Permits
 Person
 Personalty Leases
 Post-Closing Payroll Amount
 Pre-Closing Partial Period
 Pre-Closing Tax Period
 Prime Rate
 Promissory Note
 Property Taxes
 Public Statement
 Purchase Price
 Real Property
 Real Property Leases
 Release
 Seller
 Seller Indemnified Parties
 Sellers Tax Contest
 7




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Subsidiary
 Tax Taxes
 Tax Proceedings
 Tax Return
 Third Party Claim
 ARTICLE II.
PURCHASE AND SALE OF COMPANY SHARES.
 Purchase and Sale of Company Shares.
 Calculation and Payment of Purchase Price
 Purchase
Price
  8




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Working Capital Adjustment
 Post-Closing Payroll
   ARTICLE III.
THE CLOSING.
 Time and Place of Closing.
 Deliveries.
 ARTICLE IV.
REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE COMPANY.
  Organization, Power and Good Standing Schedule 4.1(a)
 9




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Authorization and Enforceability
 Non-Contravention, etc Schedule 4.1(c) Schedule 4.1(c)
 Capitalization Schedule 4.1(d) Schedule 4.1(d) Schedule 4.1(d) Schedule
4.1(d)
 10




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Financial Statements, etc
 Financial Information
 Audited Financials Financial
Statements
 Most Recent Balance Sheet Interim Financials
  Character of Financial Information
 No Undisclosed Liabilities Schedule 4.2(c)
 Change in Condition Since Balance Sheet Date
    Schedule 4.3
 11




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12




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Environmental Matters, etc
 Schedule 4.4(a) Environmental Permits
 Schedule 4.4(b)
  13




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Personal and Real Property
 Schedule 4.5(a) Personalty Leases Schedule 4.5(a)
 Schedule 4.5(b) Real Property
 Real Property Leases
  Intellectual Property.
 Schedule 4.6(a) Business Intellectual Property Schedule 4.6(a) Schedule 4.6(c)
 14




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Schedule 4.6(b) Licensed
Intellectual Property Intellectual Property
 Schedule 4.6(c) Licenses Schedule 4.6(b)
 Schedule 4.6(d)
 Certain Contractual Obligations
 Schedule 4.7
     15




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Contracts Schedule 4.7 Schedule 4.7 Schedule 4.7
 16




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Schedule 4.7 Schedule 4.7
 Insurance, etc.
 Litigation, etc.
 Compliance with Laws.
 Permits
 17




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Labor Matters
  Tax Matters
 Schedule 4.12(a)
  18




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Employee Benefit Plans.
 Disclosure
 Schedule 4.13(a) ERISA Affiliate Company Plans
  19




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Compliance
    Fiduciary Duties and Prohibited Transactions 20
        Retirement Plans
 Unpaid Contributions
 Claims
   Retiree Benefits
 Castleton Group
 Brokers, etc.
 Assets.
 21




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Continuation of Business
 Accounts Receivable
 ARTICLE V.
REPRESENTATIONS AND WARRANTIES OF BUYER.
  Corporate Matters, etc
 Organization, Power and Standing
 Authorization and Enforceability
 Non-Contravention, etc
 Financial Condition, etc.
 22




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Brokers, etc.
 ARTICLE VI.
 CERTAIN AGREEMENTS OF THE PARTIES.
 Payment of Transfer Taxes and Other Charges.
 Confidentiality.
 Operation of Business; Related Matters.
 23




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24




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Schedule 4.7


















25




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Preparation for Closing.
 Consents, etc Schedule 7.3
 Disclosure Obligation
 Laurus Payoff.
 No Solicitation.
 26




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Access to Properties and Records Pre-Closing and Post-Closing.
   Product and Technology License
 Further Assurances.
 Tax Matters.
 Tax Returns Pre-Closing Tax Period Pre-Closing Partial Periods
 27




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Payment of Taxes
 Prorations
 Tax Contests provided however Sellers Tax Contest
 Tax Matters Cooperation Tax Proceedings
 28




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ARTICLE VII.
 CONDITIONS TO THE OBLIGATION TO CLOSE OF BUYER.
  Representations, Warranties and Covenants.
 Continued Accuracy of Representations and Warranties
 Performance of Agreements
 Closing Certificates of the Company
 Laurus Payoff
 (e) Laurus Waiver
 29




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Legality; Governmental Authorization; Litigation.
 Third Party Consents.
 General.
 ARTICLE VIII.
 CONDITIONS TO THE OBLIGATION TO CLOSE OF THE SELLER AND THE COMPANY.
  Representations, Warranties and Covenants.
 Continued Accuracy of Representations and Warranties
 Performance of Agreements
 Closing Certificate of Buyer
 Legality; Government Authorization; Litigation.
 30




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General.
 ARTICLE IX.
 INDEMNIFICATION.
 Survival of Representations and Warranties. nd
 Indemnification of Buyer.
 Indemnification of Buyer by the Seller Buyer Indemnified Parties Damages
 Deductible Indemnification Basket
 31




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Offset Against Seller Promissory Note
 Sellers Indemnification.
 Matters Involving Third Parties.
 Indemnified Party Third Party Claim Notified
Party provided however
   32




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Tax Treatment of Indemnity Payments and Adjustments to Purchase Price.
 Exclusive Remedy.
 ARTICLE X.
 TERMINATION.
 Termination of Agreement.
    provided however
 Effect of Termination.
 33




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Time of Essence.
 ARTICLE XI.
 MISCELLANEOUS.
 Entire Agreement; Waivers.
 Amendment or Modification.
 Severability.
 Successors and Assigns.
 34




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Notices. :
 If to the Seller to
 
 with a copy to
 
 If to Buyer, to
 th
 with a copy to
 
  35




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Public Announcements.
 Headings, etc. .
 Disclosure.
 Third Party Beneficiaries.
 Counterparts.
 Governing Law.
 Consent to Jurisdiction.
 36




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WAIVER OF JURY TRIAL.
 Strict Construction.
 No Personal Liability.
 Expenses
 Time of the Essence
  37




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DOLPHIN DIRECT EQUITY PARTNERS, LPBy:
    
    Dolphin Advisors, LLCIts managing general partnerBy:
    
    Dolphin Management Inc.Its managing memberBy:
    
    /s/ Peter E. SalasName: Peter E. SalasTitle: PresidentDIGITAL AUDIO CORPORATIONBy:
    
    /s/ David L. TurneyName: David L. TurneyTitle: Chairman, President and CEODIGITAL RECORDERS, INC.By:
    
    /s/ David L. TurneyName: David L. TurneyTitle: Chairman, President and CEO
 38




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EXHIBIT A