##### 



Exhibit 2.1
 ASSET PURCHASE AGREEMENT
 AMONG
 HOPPER RADIO OF FLORIDA, INC.,
 MEMCORP, INC.,
 MEMCORP ASIA LIMITED
 and
 IMATION CORP.
 MAY 7, 2007




---



##### 



TABLE OF CONTENTS
 ARTICLE I ASSET PURCHASE
    
    
    11.1 Purchase and Sale of Assets; Assumption of Liabilities
    
    
    11.2 Purchase Price and Related Matters
    
    
    71.3 Earnout Amount
    
    
    81.4 The Closing
    
    
    111.5 Buyer Notes
    
    
    121.6 Consents to Assignment
    
    
    131.7 Further Assurances
    
    
    131.8 Withholding Obligations
    
    
    13ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLERS
    
    
    142.1 Organization, Qualification and Corporate Power
    
    
    142.2 Authority
    
    
    142.3 Noncontravention
    
    
    142.4 Financial Statements
    
    
    152.5 Absence of Certain Changes
    
    
    152.6 Undisclosed Liabilities
    
    
    152.7 Intentionally Omitted
    
    
    152.8 Ownership of Personal Property
    
    
    152.9 Real Property
    
    
    162.10 Intellectual Property
    
    
    162.11 Contracts
    
    
    182.12 Intentionally Omitted
    
    
    202.13 Litigation
    
    
    202.14 Employment Matters
    
    
    202.15 Employee Benefits
    
    
    222.16 Environmental Matters
    
    
    232.17 Legal Compliance
    
    
    232.18 Permits
    
    
    232.19 Business Relationships with Affiliates
    
    
    242.20 Brokers Fees
    
    
    242.21 Inventory
    
    
    242.22 Intentionally Omitted
    
    
    242.23 Insurance
    
    
    242.24 Warranty Matters
    
    
    242.25 Customers, Distributors and Suppliers
    
    
    242.26 Investment
    
    
    25ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE BUYER
    
    
    253.1 Organization
    
    
    25
 i




---



##### 



3.2 Authority
    
    
    253.3 Noncontravention
    
    
    263.4 Litigation
    
    
    263.5 Financial Capacity; Solvency
    
    
    263.6 No Brokers
    
    
    26ARTICLE IV PRE-CLOSING COVENANTS
    
    
    274.1 Closing Efforts
    
    
    274.2 Operation of Business
    
    
    284.3 Access
    
    
    294.4 Exclusivity
    
    
    304.5 Supplement to Disclosure Schedules
    
    
    30ARTICLE V CONDITIONS PRECEDENT TO CLOSING
    
    
    315.1 Conditions to Obligations of the Buyer
    
    
    315.2 Conditions to Obligations of the Sellers
    
    
    32ARTICLE VI INDEMNIFICATION
    
    
    336.1 Indemnification by the Sellers
    
    
    336.2 Indemnification by the Buyer
    
    
    336.3 Claims for Indemnification
    
    
    346.4 Survival
    
    
    356.5 Limitations on Indemnification by the Sellers
    
    
    356.6 Limitations on Indemnification by Buyer
    
    
    366.7 Exclusive Remedy; Offset Right
    
    
    366.8 Treatment of Indemnification Payments
    
    
    376.9 Investigation
    
    
    376.10 Mitigation
    
    
    376.11 Claims Involving Pre-Closing and Post-Closing Liability
    
    
    37ARTICLE VII TAX MATTERS
    
    
    377.1 Preparation and Filing of Tax Returns; Payment of Taxes
    
    
    377.2 Allocation of Certain Taxes
    
    
    387.3 Cooperation on Tax Matters; Tax Audits
    
    
    387.4 Termination of Tax Sharing Agreements
    
    
    39ARTICLE VIII TERMINATION
    
    
    398.1 Termination of Agreement
    
    
    398.2 Effect of Termination
    
    
    40ARTICLE IX EMPLOYEE MATTERS
    
    
    409.1 Offers of Employment
    
    
    40
 ii




---



##### 



ARTICLE X OTHER POST-CLOSING COVENANTS
    
    
    4110.1 Access to Information; Record Retention; Cooperation
    
    
    4110.2 Non-Solicitation and No Hiring
    
    
    4210.3 Non-Competition
    
    
    4210.4 Payment of Assumed Liabilities
    
    
    4310.5 Insurance
    
    
    4310.6 Name Change
    
    
    4310.7 Restrictive Covenants Not Applicable to Smiths
    
    
    4310.8 Letter of Credit
    
    
    44ARTICLE XI DEFINITIONS
    
    
    45ARTICLE XII MISCELLANEOUS
    
    
    5212.1 Press Releases and Announcements
    
    
    5212.2 No Third Party Beneficiaries
    
    
    5312.3 Intentionally Omitted
    
    
    5312.4 Entire Agreement
    
    
    5312.5 Succession and Assignment
    
    
    5312.6 Notices
    
    
    5412.7 Amendments and Waivers
    
    
    5412.8 Severability
    
    
    5412.9 Expenses
    
    
    5512.10 Specific Performance
    
    
    5512.11 Governing Law
    
    
    5512.12 Submission to Jurisdiction
    
    
    5512.13 Construction
    
    
    5512.14 WAIVER OF JURY TRIAL
    
    
    5612.15 Incorporation of Exhibits and Schedules
    
    
    5612.16 Counterparts and Facsimile Signature
    
    
    5612.17 No Additional Representations; DISCLAIMER
    
    
    5612.18 DISCLAIMER Regarding Estimates and Projections
    
    
    56
 iii




---



##### 



Schedules:Schedule 1.1(a)(ii)
    
    
    
    Personal PropertySchedule 1.1(a)(iii)
    
    
    
    Assigned ContractsSchedule 1.1(a)(x)
    
    
    
    Excluded ClaimsSchedule 1.1.(b)(vi)
    
    
    
    Non-Assignable PermitsSchedule 1.1(b)(xiv)
    
    
    
    Excluded ContractsSchedule 1.1(b)(xvi)
    
    
    
    Excluded Personal PropertySchedule 1.2(a)
    
    
    
    Seller AccountsSchedule 1.2(a)(ii)
    
    
    
    Personal PropertySchedule 1.2(a)(iii)
    
    
    
    Assigned ContractsSchedule 1.2(b)
    
    
    
    Inventory StatementSchedule 1.2(c)
    
    
    
    Allocation of Purchase PriceSchedule 1.3(a)(i)
    
    
    
    Buyer ProductsSchedule 1.3(a)(ii)
    
    
    
    Example of Gross MarginSchedule 2.11
    
    
    
    Standard Terms and Conditions of SaleSchedule 5.1(h)
    
    
    
    Required Third Party ConsentsSchedule 9.1
    
    
    
    Employees Offered Employment by the Buyer
 Exhibits:Exhibit A
    
    
    
    Form of Unrestricted NoteExhibit B
    
    
    
    Form of Offset NoteExhibit C
    
    
    
    Form of Bill of SaleExhibit D
    
    
    
    Form of Trademark AssignmentExhibit E
    
    
    
    Form of Copyright AssignmentExhibit F
    
    
    
    Form of Assumption AgreementExhibit G
    
    
    
    Form of Consulting AgreementExhibit H
    
    
    
    Form of Noncompetition AgreementExhibit I
    
    
    
    Form of Irrevocable L/CExhibit J
    
    
    
    Term Sheet for Lease
 iv




---



##### 



ASSET PURCHASE AGREEMENT
 ASSET PURCHASE AGREEMENT Agreement Hopper Memcorp Memcorp Asia Seller Sellers Buyer Parties
 RECITALS
 Business
    ARTICLE I
ASSET PURCHASE
 1.1 Purchase and Sale of Assets; Assumption of Liabilities
 Transfer of Assets Acquired Assets




---



##### 



Inventory
 Schedule 1.1(a)(ii) Personal
Property
 Schedule 1.1(a)(iii) Assigned Contracts
     2




---



##### 



Schedule 1.1(a)(x)
  Excluded Assets Excluded Assets
      Schedule
1.1.(b)(vi)
 3




---



##### 



Schedule 1.1(b)(xiv)
  Schedule
1.1(b)(xvi)
 Assumed Liabilities Assumed Liabilities
   4




---



##### 



Excluded Liabilities Excluded Liabilities
    Schedule 1.1(d)(iv)
      5




---



##### 



Treatment of Product Returns and Accounts Receivable
 Returned Product
  6




---



##### 



1.2 Purchase Price and Related Matters
 Purchase Price Purchase Price
 Closing Cash Schedule 1.2(a)
 Exhibit A Unrestricted Notes Exhibit B Offset Notes Buyer Notes Schedule
1.2(a)
 Inventory Amount
 7




---



##### 



Schedule 1.2(a)
  Inventory Valuation Schedule 1.2(b) Inventory Statement
 Allocation of Purchase Price Schedule 1.2(c) Schedule 1.2(c)
 Proration of Certain Items
 1.3 Earnout Amount
 Earnout Amount Earnout Period provided however
 8




---



##### 



Products Schedule 1.3(a)(i)
 Gross Margin Schedule 1.3(a)(ii)
   9




---



##### 



Sellers Report
 Settlement Accountants
 provided however
  10




---



##### 



1.4 The Closing
 Time and Location
 Actions at the Closing
   Exhibit C
 Exhibit D
 Exhibit E
 Exhibit F
 11




---



##### 



Exhibit G Consulting Agreements
  Schedule 1.2(a)
 Exhibit I
     1.5 Buyer Notes
  This Note was originally issued on  , 2007 and has not been registered
under the Securities Act of 1933, as amended. The transfer of this Note is subject
to certain restrictions set forth in an Asset Purchase Agreement dated as of May 7,
2007 (the Purchase Agreement) between the issuer of this Note and the person to
whom this Note originally was issued. The issuer of this Note will furnish a copy
of these provisions to the holder of this Note without charge upon written request.
 12




---



##### 



The payment of principal and interest on this Note is subject to certain
recoupment provisions set forth in the Purchase Agreement.
 Securities
Act
 1.6 Consents to Assignment
 1.7 Further Assurances
 1.8 Withholding Obligations
 13




---



##### 



ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
  2.1 Organization, Qualification and Corporate Power
 2.2 Authority
 2.3 Noncontravention
 14




---



##### 



2.4 Financial Statements
 2.5 Absence of Certain Changes
 2.6 Undisclosed Liabilities
 2.7 Intentionally Omitted.
 2.8 Ownership of Personal Property.
  15




---



##### 



2.9 Real Property
  Leased Real Property
   2.10 Intellectual Property
   16




---



##### 



17




---



##### 



2.11 Contracts
 Designated Contracts
        18




---



##### 



19




---



##### 



2.12 Intentionally Omitted
 2.13 Litigation
 2.14 Employment Matters
   Work Permit
 20




---



##### 



Immigration Authorities
    Schedule 2.14(g)
 Schedule 2.14(h)
 Schedule 2.14(i)
 21




---



##### 



2.15 Employee Benefits
  IRS
     22




---



##### 



2.16 Environmental Matters
     2.17 Legal Compliance
 2.18 Permits
 23




---



##### 



2.19 Business Relationships with Affiliates
 2.20 Brokers Fees
 2.21 Inventory
 2.22 Intentionally Omitted
 2.23 Insurance
 2.24 Warranty Matters
 2.25 Customers, Distributors and Suppliers
 24




---



##### 



Customers
and Distributors Suppliers
 2.26 Investment
 ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE BUYER
  3.1 Organization
 3.2 Authority
 25




---



##### 



3.3 Noncontravention
     3.4 Litigation
 3.5 Financial Capacity; Solvency
 3.6 No Brokers
 26




---



##### 



ARTICLE IV
PRE-CLOSING COVENANTS
 4.1 Closing Efforts
   27




---



##### 



4.2 Operation of Business
         provided however
   28




---



##### 



4.3 Access
   29




---



##### 



4.4 Exclusivity
 Acquisition Proposal
  4.5 Supplement to Disclosure Schedules
 30




---



##### 



ARTICLE V
 CONDITIONS PRECEDENT TO CLOSING
 5.1 Conditions to Obligations of the Buyer
      Exhibit H
  Schedule 5.1(h)
 31




---



##### 



Exhibit J
 5.2 Conditions to Obligations of the Sellers
    32




---



##### 



ARTICLE VI
 INDEMNIFICATION
 6.1 Indemnification by the Sellers
     6.2 Indemnification by the Buyer
    33




---



##### 



6.3 Claims for Indemnification
 Third-Party Claims
 Procedure for Claims
 34




---



##### 



6.4 Survival
   6.5 Limitations on Indemnification by the Sellers
 Sellers Basket Sellers Basket
 Sellers Cap
 No Limitation on Certain Claims
 35




---



##### 



6.6 Limitations on Indemnification by Buyer
 Buyers Basket Buyers Basket
 Buyers Cap
 No Limitation on Certain Claims
    6.7 Exclusive Remedy; Offset Right
  36




---



##### 



6.8 Treatment of Indemnification Payments
 6.9 Investigation
 6.10 Mitigation
 6.11 Claims Involving Pre-Closing and Post-Closing Liability
 ARTICLE VII
 TAX MATTERS
 7.1 Preparation and Filing of Tax Returns; Payment of Taxes
  37




---



##### 



7.2 Allocation of Certain Taxes Pre-Closing Tax Period provided however
 7.3 Cooperation on Tax Matters; Tax Audits
   38




---



##### 



7.4 Termination of Tax Sharing Agreements
 ARTICLE VIII
 TERMINATION
 8.1 Termination of Agreement
  Outside Date
    39




---



##### 



8.2 Effect of Termination
 ARTICLE IX
 EMPLOYEE MATTERS
 9.1 Offers of Employment
   Benefit Plans
 40




---



##### 



ARTICLE X
 OTHER POST-CLOSING COVENANTS
 10.1 Access to Information; Record Retention; Cooperation
 Access to Information
 Retention of Records
 Confidentiality
 41




---



##### 



10.2 Non-Solicitation and No Hiring
  10.3 Non-Competition
  42




---



##### 



10.4 Payment f Assumed Liabilities
 10.5 Insurance
 10.6 Name Change
 10.7 Restrictive Covenants Not Applicable to Smiths
 43




---



##### 



10.8 Letter of Credit
 Qualified Letter of Credit Exhibit I
 Replacement Letter of Credit
  44




---



##### 



ARTICLE XI
 DEFINITIONS
  Acquired Assets
 Acquisition Proposal
 Affiliate
 Affiliated Group
 Affiliated Period
 Agreed Amount
 Agreement
 Ancillary Agreements
 Assigned Contracts
 Assumed Liabilities
 Balance Sheet Date
 Business Benefit Plans
 Business Day
 Business Employees
 Business Intellectual Property
 45




---



##### 



Business Material Adverse Effect
 Business Products
 Business Trade Secrets
 Buyer
 Buyer Basket
 Buyer Certificate
 Buyer Material Adverse Effect
 46




---



##### 



Buyer Notes
 Claim Notice
 Claimed Amount
 Closing Cash
 Closing
 Closing Date
 Code
 Confidentiality Agreement
 Contingent Workers
 Current FOB Factory Cost
 Customers
and Distributors
 Damages
 Deferred Consent
 47




---



##### 



Deferred Item
 Designated Contract
 Disclosure Schedule
 Earnout Amount
 Earnout Period
 Employee Benefit Plan
 Environment
 Environmental Law
 Environmental Matters
 ERISA
 ERISA Affiliate
 Excluded Liabilities
 48




---



##### 



Final Determination
 Financial Statements
 GAAP
 Governmental Entity
 Governmental Filings
 Gross Margin
 Hart-Scott-Rodino Act
 HK Leased Property
 Hopper
 Immigration Authorities
 Income Taxes
 Indemnified Party
 Indemnifying Party
 Information
 Intercompany Assets
 Intercompany Liabilities
 Inventory
 49




---



##### 



Inventory Amount
 IRS
 Landed Cost Basis
 Landed Fair Market Value
 Leased Real Property
 Materials of Environmental Concern
 Memcorp
 Memcorp Asia
 Most Recent Balance Sheet
 Multiemployer Plan
 Offset Notes
 Outside Date
 Parties
 Permits
 Person
 Personal Property
 50




---



##### 



Pre-Closing Tax Period
 Products
 Purchase Price
 Qualified Letter of Credit
 Release
 Replacement Letter of Credit
 Returned Product
 Return to Vendor Product
 Sales Force
 Sales Taxes
 Security Interest
 Seller
 Sellers
 Sellers Basket
 Seller Certificate
 Straddle Period
 51




---



##### 



Suppliers
 Tax Audit
 Taxes
 Taxing Authority
 Tax Returns
 Third Party Consents
 Third Party Rights
 Transferred Employees
 Treasury Regulations
 Unrestricted Notes
 Warranty Obligations
 Work Permit
 ARTICLE XII
 MISCELLANEOUS
 12.1 Press Releases and Announcements
 52




---



##### 



12.2 No Third Party Beneficiaries
 12.3 Intentionally Omitted
 12.4 Entire Agreement
 12.5 Succession and Assignment
 53




---



##### 



12.6 Notices
 If to the Buyer:
    
    Copies to:Imation Corp.
    
    Dorsey & Whitney LLP1 Imation Place
    
    Suite 1500Oakdale, MN 55128
    
    50 South Sixth StreetAttn: General Counsel
    
    Minneapolis, MN 55402-1498Facsimile: (651) 704-4412
    
    Attention: Robert KuhnsFacsimile: (612) 340-2868If to any Seller:
    
    Copies to:Hopper Radio of Florida, Inc.
    
    Greenberg Traurig, P.A.3200 Meridian Parkway
    
    401 East Las Olas BoulevardWeston, FL 33331-3502
    
    Suite 2000Attn: Barry Smith
    
    Fort Lauderdale, FL 33301Facsimile: (954) 660-7170
    
    Attention: Bruce I. MarchFacsimile: (954) 765-1477
  12.7 Amendments and Waivers
 12.8 Severability
 54




---



##### 



12.9 Expenses
 12.10 Specific Performance
 12.11 Governing Law
 12.12 Submission to Jurisdiction
 12.13 Construction
   55




---



##### 



12.14 WAIVER OF JURY TRIAL
 12.15 Incorporation of Exhibits and Schedules
 12.16 Counterparts and Facsimile Signature
 12.17 No Additional Representations; DISCLAIMER
 12.18 DISCLAIMER Regarding Estimates and Projections
 56




---



##### 



57




---



##### 



SELLERS
 HOPPER RADIO OF FLORIDA, INC.
  
 
 MEMCORP, INC.
  
   MEMCORP ASIA LIMITED
  
 
 BUYER
 IMATION CORP.
  
 
 [Signature page to Asset Purchase Agreement]






---



##### 



Exhibit A
 This Note was originally issued on  2007 and has not
been registered under the
Securities Act of 1933, as amended. The transfer of this Note is subject to certain restrictions
set forth in the Asset Purchase Agreement dated as of May 7, 2007 (the Purchase Agreement)
between the issuer of this Note and the person to whom this Note originally was issued. The issuer
of this Note will furnish a copy of these provisions to the holder of this Note without charge upon
written request.
 PROMISSORY NOTE
 $[30,000,000.00]
    
    [   ], 2007
 
 
    A-1




---



##### 



A-2




---



##### 



Letter of Credit
       A-3




---



##### 



IMATION CORP.ByIts
 A-4




---



##### 



Exhibit B
 The payment of principal and interest on this Note is subject to certain recoupment provisions set
forth in an Asset Purchase Agreement dated as of May 7, 2007 (the Purchase Agreement) between the
issuer of this Note and the person to whom this Note originally was issued. This Note was
originally issued on  2007 and has not been registered under the Securities Act of 1933,
as amended. The transfer of this Note is subject to certain restrictions set forth in the Purchase
Agreement. The issuer of this Note will furnish a copy of these provisions to the holder of this
Note without charge upon written request.
 PROMISSORY NOTE
 $[7,500,000.00]
    
    [    ], 2007
 
 not
 B-1




---



##### 



B-2




---



##### 



B-3




---



##### 



IMATION CORP.ByIts
 B-4




---



##### 



Exhibit C
 BILL OF SALE
 Hopper Memcorp Memcorp Asia Seller Sellers Buyer Agreement
      C-1




---



##### 



SELLERS:HOPPER RADIO OF FLORIDA, INC.By:Name:Title:MEMCORP, INC.By:Name:Title:MEMCORP ASIA LIMITEDBy:Name:Title:
    By:Name:Title:
 [Signature Page to Bill of Sale]
 C-2




---



##### 



Exhibit D
 TRADEMARK ASSIGNMENT
 Hopper Memcorp Transferor Transferors Schedule A Buyer inter alia Schedule A
 D-1




---



##### 



TRANSFERORS:HOPPER RADIO OF FLORIDA, INC.By:Name:Title:
 
 
 affix sealNotary PublicMy commission expires:MEMCORP, INC.By:Name:Title:
 
 
 affix sealNotary PublicMy commission expires:
 [Signature Page to Trademark Assignment]
 D-2




---



##### 



By:Name:Title:
 
 
 affix sealNotary PublicMy commission expires:
 [Signature Page to Trademark Assignment]
 D-3




---



##### 



Schedule A
 Assignment of Trademarks
  Mark
    
    Country
    
    Serial No.
    
    Filing Date
  Mark
    
    Country
    
    Reg. No.
    
    Reg. Date
 to be completed by Sellers
 D-4




---



##### 



Exhibit E
 COPYRIGHT ASSIGNMENT
 Hopper Memcorp Transferor Transferors Schedule A Buyer inter alia Schedule A
 E-1




---



##### 



TRANSFERORS:HOPPER RADIO OF FLORIDA, INC.By:Name:Title:
 
 
 affix seal
    
    Notary Public
My commission expires:MEMCORP, INC.By:Name:Title:
 
 
 affix seal
    
    Notary Public
My commission expires:
 [Signature Page to Copyright Assignment]
 E-2




---



##### 



By:Name:Title:
   
 affix seal
    
    Notary Public
My commission expires:
 [Signature Page to Copyright Assignment]
 E-3




---



##### 



Schedule A
 Assignment of Copyright
 Title
    
    Regis. No.
    
    Regis. Date
 to be completed by Sellers
 E-4




---



##### 



Exhibit F
 INSTRUMENT OF ASSUMPTION OF LIABILITIES
 Buyer Hopper Memcorp Memcorp Asia Seller Sellers Agreement
       Remainder of Page Intentionally Left Blank.
 F-1




---



##### 



BUYER:IMATION CORP.By:Name:Title:
    By:Name:Title:MEMCORP, INC.By:Name:Title:MEMCORP ASIA LIMITEDBy:Name:Title:
 [Signature Page to Assumption Agreement]
 F-2




---



##### 



MASTER CONSULTING SERVICES AGREEMENT NO:
  Consultant Information:
 Name:
    
    Barry Smith [or an entity under Sellers sole control  to be determined by closing]Address:
    
    3200 Meridian ParkwayWeston, FL 33331Telephone:
 Term: (check one and complete required information)
 Effective Date:
    
    Closing Date of Asset Purchase AgreementTerm:
    
    Three (3) years from Effective Date.
 Invoicing:
  
   Barry Smith [or an entity under Sellers sole control  to be
determined by closing]3200 Meridian ParkwayWeston, FL 33331Authorized SignaturePrinted Name
    
    TitleBarry Smith
 Imation Corp.Address 1 Imation Place, Oakdale, MN 55128Authorized SignaturePrinted Name
    
    TitleApproved by Imation Legal Affairs




---



##### 



1.
    
    TERM; TERMINATION.The term of this Agreement is set forth on the cover page of
this Master Consulting Services Agreement, subject to termination as described below. The
Agreement may be renewed or extended thereafter upon mutual agreement.
 A.
    
    Either party may terminate this agreement for a material breach by the other party,
provided that the other party receives thirty (30) days written notice of such breach and
is given an opportunity to cure such breach.B.
    
    Imation may terminate this Agreement at any time if Consultant is unable to fulfil its
obligations hereunder.C.
    
    Either party may terminate this Agreement for any reason or for no reason upon sixty
(60) days written notice to the other party.D.
    
    The expiration or termination of this Agreement shall not relieve Consultant from, nor
minimize, Consultants obligations to Imation with respect to CONFIDENTIAL INFORMATION,
COPYRIGHTS and assignment of INVENTIONS, as set forth herein.E.
    
    Upon the expiration or termination of this Agreement, Consultant shall deliver to
Imation the results of all work, whether completed or not, performed up to and including
the date of termination.
 2.
    
    SERVICES.Consultant will render to Imation the services that shall be described in a
document titled Statement of Work. Consultant shall perform only those services described in
the Statement of Work. If additional services are requested by Imation or if the parties
adjust the services previously agreed to, a new Statement of Work must be added to this
Agreement, of the existing Statement of Work must be amended.3.
    
    COMPENSATION.For Consultants services rendered, Imation shall compensate Consultant as
detailed in an attached Statement of Work.4.
    
    EXPENSES.Imation will reimburse Consultant for actual, reasonable, out-of-pocket expenses
for which Consultant submits a request for reimbursement itemizing such expenses; however,
travel expenses incurred by Consultant will be reimbursed ONLY if such travel is
requested in writing by Imation and is booked through American Express Business Travel Service
or such other travel agency or service as designated by Imation. Upon request, Imation will
provide the necessary contact information. Request for reimbursement shall include copies of
itemized bill and credit card receipts for transportation and hotel expenses. The daily meal
rate shall be limited to the lesser of actual expenses or $45 per day; alcohol shall not be
reimbursed. Unless otherwise agreed in writing, time spent by Consultant in getting to and
from a place of consultation shall not be chargeable to Imation.5.
    
    INVOICES AND TERMS OF PAYMENT.Unless otherwise agreed in a Statement of Work, the
following payment and invoice terms shall apply:
 Payment terms are net 45 (forty-five) days from the receipt of invoice. Consultant shall
provide Invoices to Imation on a quarterly basis and must be dated no earlier than
performance of the relevant services. All invoices must include the Imation contract and
purchase order numbers and shall include sufficient details to allow Imation to verify work
performed (e.g., name of Consultant, number of hours worked, date of performance, description
of work performed, detailed listing of out-of-pocket expenses). Payment of an invoice shall
not constitute acceptance of services and shall be subject to adjustment for errors or
defects in services or other failure of Consultant to meet the requirements of this
Agreement. Consultant shall, if requested by Imation, submit supporting source documentation
of all invoiced amounts.
 6.
    
    IMATION CONTACT.Consultants Imation contact under this Agreement will be the Imation
employee identified in the applicable Statement of Work, or someone that employee designates.7.
    
    DRUG AND ALCOHOL POLICY.Consultant warrants that its employees and sub-contractors assigned
to Imation shall not perform services under this Agreement while under the influence of drugs
or alcohol, and that such employees and sub-contractors will not possess, consume,
manufacture, distribute, sell or purchase illegal drugs on Imation property or while
performing services under this Agreement.8.
    
    FIREARMS POLICY. The carrying or possession of handguns, other firearms, or explosives by
any Company representative or employee while on Imation premises or while performing services
for Imation is prohibited, regardless of whether the individual(s) is otherwise licensed. Any
violation may result in immediate removal from the premises, termination of this Agreement,
and other appropriate actions.9.
    
    INTENTIONALLY OMITTED.10.
    
    CONFIDENTIAL INFORMATION.
 A.
    
    DEFINITION: CONFIDENTIAL INFORMATION includes any and all information developed by
Consultant as a result of Consultants work under or relating to this Agreement; and any
other information relating to Imations processes and products including research,
development, manufacturing, purchasing, accounting, engineering, selling, marketing,
leasing, servicing, finance, and business systems and techniques; or similar information of
a third party who has entrusted such information to Imation. All information which is
treated by Imation as CONFIDENTIAL INFORMATION, or which Consultant has a reasonable basis
to believe is CONFIDENTIAL INFORMATION, shall be presumed to be CONFIDENTIAL INFORMATION.




---



##### 



B.
    
    EXCEPTIONS: The term CONFIDENTIAL INFORMATION shall not apply to information to the
extent which:
 (1)
    
    Consultant can establish by documentation was known to Consultant prior to
receipt thereof by Consultant from Imation; or(2)
    
    Is lawfully disclosed to Consultant by a third party without restriction on
disclosure not deriving the same from Imation; or(3)
    
    Is presently part of the public domain or becomes part of the public domain
through no fault of Consultant; or(4)
    
    Is independently developed by Consultant without using CONFIDENTIAL INFORMATION.
 C.
    
    DUTIES: Consultant agrees to receive CONFIDENTIAL INFORMATION and except as required in
Consultants duties to Imation under this Agreement or pursuant to express written
permission from Imation, Consultant will never use, disclose or publish any CONFIDENTIAL
INFORMATION except for performing services under this Agreement or a subsequent agreement
with Imation.D.
    
    Upon termination of this Agreement with Imation, Consultant shall immediately deliver
to Imation all records and any compositions, articles, devices, and other items which
disclose or embody CONFIDENTIAL INFORMATION including all copies or specimens thereof in
Consultants possession, whether prepared or made by Consultant or others. Consultants
obligations with respect to CONFIDENTIAL INFORMATION shall survive termination or
expiration of this Agreement.
 11.
    
    INVENTIONS.
 A.
    
    DEFINITION: INVENTIONS include any and all discoveries, improvements, ideas and works
of authorship (whether or not patentable or copyrightable) made by Consultant, either
solely or jointly with others, relating to any work performed by Consultant for Imation
under this Agreement or based on or derived from CONFIDENTIAL INFORMATION.B.
    
    With respect to INVENTIONS, as defined above, made during the period of this
Agreement, Consultant shall
     12.
    
    CONSULTANT MATERIALS. In some cases, the performance of Consultants services may require
that Consultant creates original materials specifically for Imation (e.g., materials in
various media, surveys, reports, summaries of the services rendered or suggestions for
Imations procedures based on the results of the services, computer software, etc., hereafter
Imation Created Materials). In such cases, all rights, including all copyrights and
proprietary rights to Imation Created Materials, shall vest in Imation and Consultant shall
assign and hereby assigns to Imation any and all rights (including all copyrights) which
Consultant may have or acquire in such Imation Created Materials.13.
    
    WARRANTY.Consultant warrants to Imation that (a) Consultant has the right to enter into
this Agreement; (b) Consultant has no obligations to any other person or entity which are in
conflict with Consultants obligations under this Agreement; and (c) in the event Consultant
has created any original materials or used any proprietary information in rendering the
services, the existence, possession or use of such materials will not infringe any copyrights,
trademarks, trade secrets, rights of privacy or any other rights of others.14.
    
    INDEMNIFICATION/HOLD HARMLESS.Each party shall indemnify, defend, and hold harmless the
other party and its directors, officers, and employees from any claim, liability, loss, or
expense, including reasonable attorneys fees and costs and expenses of litigation, with
respect to any claims arising out of this Agreement or Consultant services hereunder.15.
    
    ASSIGNMENT. Neither party shall assign its rights or delegate its duties under this
Agreement without the others prior written consent, provided that either party may assign its
rights and duties to a wholly-owned subsidiary of such party that agrees to be bound by the
terms of this Agreement, and provided further that the assignor to such subsidiary is not
released of its obligations as a result of such assignment. Any assignment or transfer of this
Agreement or any interest in this Agreement not in compliance with this Section 15 is void and
cause for termination of this Agreement.16.
    
    USE OF SUB-CONTRACTORS.Consultant shall not subcontract any or all of its obligations
described in a Statement of Work without prior written consent of Imation.
 
 G-2




---



##### 



17.
    
    INDEPENDENT CONSULTANT. Consultant is an independent Consultant. Neither Consultant nor any
of its employees is an employee of Imation under this Agreement or entitled to any employee
benefits available to Imation employees. Consultant is solely responsible for the payment of
any taxes due on account of payments made hereunder.18.
    
    INTENTIONALLY OMITTED.19.
    
    DISPUTE RESOLUTION.Imation and Consultant shall attempt to resolve any controversy, claim,
or dispute (Dispute) that arises out of or is related to this Agreement through good faith
negotiations. Any Dispute not resolved within thirty (30) days of written notice of the
Dispute shall undergo mediation in the New York City pursuant to the Commercial Mediation
Rules of the American Arbitration Association using a mediator with a background in the
industry or subject matter of the Dispute. Mediator costs and fees shall be shared equally.
If despite the good faith efforts of the parties, the Dispute has not been resolved by the
mediation process within sixty (60) days after commencement of the process, litigation may be
initiated. The procedures of this section are exclusive and must be fully exhausted prior to
the initiation of litigation. Notwithstanding the foregoing, nothing in this section shall
preclude either party from taking any action necessary to prevent imminent and irreparable
harm.20.
    
    GOVERNING LAW; JURISDICTION.This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, one of the several states of the United States of
America, without giving effect to its principles of conflicts of law. Each party consents to
the exclusive personal jurisdiction of the state and federal courts of New York. Each Party
(a) submits to the exclusive jurisdiction of any state or federal court sitting in New York
City, State of New York in any action or proceeding arising out of or relating to this
Agreement, (b) agrees that all claims in respect of such action or proceeding may be heard and
determined only in any such court, (c) waives any claim of inconvenient forum or other
challenge to venue in such court, and (d) agrees not to bring any action or proceeding arising
out of or relating to this Agreement in any other court. Each Party agrees to accept service
of any summons, complaint or other initial pleading. Nothing in this section, however, shall
affect the right of any Party to serve such summons, complaint or initial pleading in any
other manner permitted by law.21.
    
    MODIFICATIONS IN WRITING.All modifications to this Agreement must be made in writing and
must be signed by both Imation and Consultant. No waiver shall be a waiver as to any other
matter or constitute a continuing waiver.
 G-3




---



##### 



Statement of Work No. 1_
  Imation Contact:
 Scope of Services:
  
 Compensation
     Barry Smith [or an entity under Sellers sole control  to be
determined by closing]3200 Meridian ParkwayWeston, FL 33331Authorized SignaturePrinted Name
    
    TitleBarry Smith
 Imation Corp.Address 1 Imation Place, Oakdale, MN 55128Authorized SignaturePrinted Name
    
    TitleApproved by Imation Legal Affairs




---



##### 



Statement of Work No. 1
  Imation Contact:
 Scope of Services:
  
 Compensation
     Jason Smith [or an entity under Sellers sole control  to be
determined by closing]3200 Meridian ParkwayWeston, FL 33331Authorized SignaturePrinted Name
    
    TitleJason Smith
 Imation Corp.Address 1 Imation Place, Oakdale, MN 55128Authorized SignaturePrinted Name
    
    TitleApproved by Imation Legal Affairs




---



##### 



Exhibit H
 NONCOMPETITION AGREEMENT
 THIS NONCOMPETITION AGREEMENT  Agreement Imation  Smith
 WHEREAS Hopper Memcorp Memcorp Asia Seller Sellers Asset Purchase Agreement Asset Purchase
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 1. Definitions
 H-1




---



##### 



2. Non-Competition
 1
   3. Non-Solicitation and No Hiring provided
 
 1
    
    With respect to Sean Smith, term shall end three years
after the Closing Date. H-2




---



##### 



4. Indirect Competition
 5. Acknowledgment and Right to Injunctive Relief
 6. Notices
  
  
  H-3




---



##### 



7. Amendment and Waiver
 8. Assignment
 9. Governing Law and Venue
   10. WAIVER OF JURY TRIAL
 11. Complete Agreement
 H-4




---



##### 



IN WITNESS WHEREOF
 IMATION CORP.ByName:Title:[Smith]
 H-5




---



##### 



Exhibit I
 IRREVOCABLE LETTER OF CREDIT
 BANK OF AMERICA, N.A.
 Initial Stated
    
    MaximumLetter of Credit No.
    
    Issue Date
    
    Expiration Date
    
    Amount[]
    
    [Closing Date], 2007
    
    [First Anniversary
of Closing Date],
2008
    
    US $[30,450,000]
  
  
    Complete chart below on Closing Date.




---



##### 



Amount
    
    Date$[insert $30 million less quarterly
payment(s) to be made prior to date,
plus quarterly interest at 6 % p.a.]
    
    [insert
30th day
following each quarterly payment date]
      I-2




---



##### 



By:Name:Title:
 I-3




---



##### 



Annex A
 (Quarterly Payment Default Drawing)




---



##### 



[if this certificate and the
accompanying draft are delivered at or before 10:00 a.m., Local time, then insert a date
which is the second succeeding Business Day; if this certificate and the accompanying draft
are delivered after 10:00 a.m., Local time, then insert a date which is a Business Day and
is no earlier than the third succeeding Business Day following the date those documents are
delivered deposit/wire transfer]  [insert account number  insert name and address of
banking institution to receive funds
 IN WITNESS WHEREOF
 [SELLER]By:Name:Title:




---



##### 



Annex B
 (Insolvency Default Drawing)
   
  
    [if this certificate and the
accompanying draft are delivered at or before 10:00 a.m., Local time, then insert a date
which is the second succeeding Business Day; if this certificate and the accompanying draft
are delivered after 10:00 a.m., Local time,




---



##### 



then insert a date which is a Business Day and is no earlier than the third succeeding
Business Day following the date those documents are delivered deposit/wire transfer] [insert account number  insert name and address of banking institution to receive funds
 IN WITNESS WHEREOF
 [SELLER]By:Name:Title:




---



##### 



(Non-Extension Drawing)
   
       if this certificate and the
accompanying draft are delivered at or before 10:00 a.m., Local time, then insert a date
which is the second succeeding Business Day; if this certificate and the accompanying draft
are delivered after 10:00 a.m., Local time,




---



##### 



then insert a date which is a Business Day and is no earlier than the third succeeding
Business Day following the date those documents are delivered deposit/wire transfer] [insert account
number]  [insert name and address of banking institution to receive
funds
 IN WITNESS WHEREOF
 [SELLER]By:Name:Title:




---



##### 



Exhibit J
 LEASE TERMS
 Premises:
    
    3200 Meridian Business Campus at Weston3200 Meridian ParkwayWeston, Florida 33326Rent:
    
    $19.75 per sq. ft.Total rentable area:
    
    8,300 sq. ft.Term:
    
    1 year, beginning the Closing Date, renewable as negotiatedOther:
    
    Utilities, grounds maintenance and security costs to be calculated on a pro rata basis determined by usage
Parking is includedImation has the ability to add/improve/remove signsFurniture/fixtures included
  J-1