Table of Contents

Recitals							1
I. Interpretation							1
		1.1		Defined Terms			1
		1.2		Usages			11
II. Purchase of Acquired Assets and Closing							11
		2.1		Purchase and Sale of Acquired Assets			11
		2.2		Excluded Assets			13
		2.3		Assumption of Certain Liabilities			14
		2.4		Retained Liabilities			14
		2.5		Purchase Price			15
		2.6		Estimated Initial Purchase Price			16
		2.7		Escrow			16
		2.8		The Closing			17
		2.9		Post-Closing Adjustment to Estimated Initial Purchase Price			20
		2.10		Earnout			22
		2.11		Unobtained Consents			25
		2.12		Allocation			25
		2.13		Further Assurances			26
III. Representations and Warranties of Seller							26
		3.1		Incorporation; Power and Authority			26
		3.2		Valid and Binding Agreement			26
		3.3		No Breach; Consents			27
		3.4		Subsidiaries			27
		3.5		Financial Statements			27
		3.6		Absence of Undisclosed Liabilities			28
		3.7		Books and Records			28
		3.8		Absence of Certain Developments			28
		3.9		Property			30
		3.10		Accounts Receivable			30
		3.11		Inventory			30
		3.12		Tax Matters			31
		3.13		Intellectual Property Rights			33
		3.14		Material Contracts			35
		3.15		Litigation			38
		3.16		Insurance			38
		3.17		Compliance with Laws; Governmental Authorizations			38
		3.18		Environmental Matters			39
		3.19		Warranties			41
		3.20		Employees			42
		3.21		Employee Benefits			44
		3.22		Customers			45
		3.23		Suppliers			45

		3.24		Affiliate Transactions			45
		3.25		Brokerage			45
		3.26		Completeness of Documents			45
		3.27		Solvency			46
		3.28		eMemorex Companies			46
IV. Representations and Warranties of Purchaser							46
		4.1		Incorporation; Power and Authority			46
		4.2		Valid and Binding Agreement			47
		4.3		No Breach; Consents			47
		4.4		Brokerage			47
		4.5		Purchase Price			47
V. Agreements of Seller							47
		5.1		Conduct of the Business			47
		5.2		Notice of Developments			48
		5.3		Access			49
		5.4		Payment of Indebtedness; Settlement of Affiliate Accounts			49
		5.5		Waiver of Claims			50
		5.6		Conditions			50
		5.7		Consents and Authorizations			50
		5.8		Regulatory Filings			50
		5.9		No Sale			51
		5.10		No Shop			51
		5.11		Post-Closing Access			52
		5.12		Litigation Support			52
		5.13		Referral of Inquiries			52
		5.14		Non-Solicitation			52
		5.15		Confidentiality			52
		5.16		Assignment of Confidentiality Agreements			54
		5.17		Covenant Not to Compete			54
		5.18		Use of Names Following the Closing Date			55
		5.19		Release of Claims			55
		5.20		Memtek Taiwan Employees			55
		5.21		Termination of 401(k) Plan			55
		5.22		Compliance with Bulk Sales Laws			55
		5.23		Termination of Golacinski Contract			55
VI. Agreements of Purchaser							56
		6.1		Conditions			56
		6.2		Consents			56
		6.3		Regulatory Filings			56
		6.4		Books and Records; Access			56
		6.5		Litigation Support			56
		6.6		Employee Benefits			57
		6.7		Payment of Transaction Taxes			57
		6.8		Other Tax Matters			57
		6.9		Use of Names following the closing date			57

VII. Conditions to Closing							58
		7.1		Conditions to Purchasers Obligations			58
		7.2		Conditions to Sellers Obligations			60
VIII. Termination							61
		8.1		Termination			61
		8.2		Effect of Termination			63
IX. Indemnification							63
		9.1		Indemnification by Seller			63
		9.2		Indemnification by Purchaser			65
		9.3		Third-Party Action			66
		9.4		Sole and Exclusive Remedy			67
		9.5		Tax Adjustment			67
		9.6		No Double Recovery			67
		9.7		Insurance			67
X. General							67
		10.1		Press Releases and Announcements			67
		10.2		Expenses			68
		10.3		Amendment and Waiver			68
		10.4		Notices			68
		10.5		Assignment			69
		10.6		No Third-Party Beneficiaries			69
		10.7		Severability			69
		10.8		Complete Agreement			70
		10.9		Schedules			70
		10.10		Signatures; Counterparts			70
		10.11		Governing Law			70
		10.12		Specific Performance			70
		10.13		Arbitration			70
		10.14		Construction			71
		10.15		Time of Essence			71
Signatures							72

Exhibit A				Form of Escrow Agreement
Exhibit B				Form of Bill of Sale
Exhibit C				Form of Assignment and Assumption Agreement
Exhibit D				Form of Intellectual Property Assignment
Exhibit E				Form of Board Resolution
Exhibit F				Form of FIRPTA Certificate
Exhibit G				Form of Opinion of BVI Counsel

ACQUISITION AGREEMENT

     This ACQUISITION AGREEMENT (this Agreement) is made and entered into as of the 19th day of January, 2006 by and between IMATION CORP, a corporation organized under the laws of the State of Delaware, USA (Purchaser), and MEMOREX INTERNATIONAL INC., a corporation organized under the laws of the British Virgin Islands (the Seller).

Recitals

     WHEREAS, Seller and its subsidiaries are currently engaged in the business of the design, development, marketing, distribution and sale of hardware, media and accessories used for the storage of electronic data, including but not limited to recording media (diskettes, hard disk storage devices, flash memory storage devices, Mini-Discs and optical disc storage media including CD-R, CD-RW, DVD-R, DVD+R, DVD-RW, DVD+RW, Blu-Disk, HD-DVD and related formats), accessories (optical disc storage products, labeling products, cleaning and maintenance products, batteries), and hardware (optical disc read/write drives, card readers) as well as the licensing of third parties to use certain trademarks and trade names of Seller and its subsidiaries in connection with the marketing and sale of other products (the Business).

     WHEREAS, Seller desires to sell, and Purchaser desires to buy and to cause certain of its Affiliates to buy, substantially all of the assets of Seller related to the Business, including the capital stock or shares in the capital of its operating subsidiaries, on the terms and subject to the conditions set forth in this Agreement.

     WHEREAS, as an inducement to Purchaser to enter into this Agreement, certain direct and indirect shareholders of Seller have entered into the Inducement Agreement whereby each such shareholder agrees to vote in favor of the sale of the Acquired Assets and all other transactions contemplated by this Agreement and to certain other matters.

     WHEREAS, Purchaser and certain direct and indirect shareholders of Seller have agreed to enter into certain agreements to be performed both before and after the Closing.

     NOW, THEREFORE, in consideration of the mutual representations, warranties and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. Interpretation

     1.1 Defined Terms. The following terms, when used in capitalized form in this Agreement, shall have the meanings attributed to them in this section:

     Acquired Companies means Hanny Magnetics, Memorex Canada, Memorex Europe, Memorex France, Memorex Germany, Memorex Taiwan and Memorex US.

     Acquired Employees means all individuals employed as of the date hereof by each of the Acquired Companies and of the eMemorex Companies, together with those employees of Memtek Taiwan who are engaged in the Business, including in each case employees on temporary leave of absence, family medical leave, military leave, disability or sick leave.

     Acquisition Proposal means any offer, proposal, inquiry or indication of interest (other than an offer, proposal, inquiry or indication of interest by Purchaser) contemplating or otherwise relating to any Acquisition Transaction.