ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of this 30th day of June, 2005, by and among BSQUARE Corporation, a Washington corporation (the Buyer) and Vibren Technologies Inc., a Delaware corporation (the Seller).  Buyer and Seller are sometimes collectively referred to herein as the Parties.

WHEREAS, Buyer desires to acquire from Seller, and Seller desires to sell to Buyer, certain of the assets of Seller on the terms and subject to the conditions set forth in this Agreement; and

Now, therefore, in consideration of the mutual agreements, representations, warranties and covenants set forth below, the Parties agree as follows:

1.                                       Definitions.  For purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1:

Accelent Assets means all Intellectual Property included in the assets acquired by Seller from Accelent or developed by personnel formerly employed by Accelent, whether or not that Intellectual Property was ultimately productized into the other Acquired Assets (the Accelent Assets);

Acquired Assets means all right, title and interest in and to all of the assets of Seller identified on Schedule 1 to this Agreement.  Without limiting the foregoing, the Acquired Assets include (i) all of Sellers tangible and intangible assets that are currently located in Sellers Fairlawn, OH office, (ii) all personal computers and necessary personal equipment associated with any personnel located in Sellers Massachusetts office who are to be hired by Buyer whether as employee or contractor, (iii) the Contracts, (iv) all software and other intangible products (including licensed products) and related documentation (including support and maintenance agreements) set forth on Schedule 1 to this Agreement, including the Owned Software, (v) all Intellectual Property related to the foregoing assets owned by or licensed to the Seller, (vi) the Accelent Assets and (vii) all of the Sellers books, records, manuals, documents, correspondence, files (electronic or otherwise), accounting records, contract performance information, sales and marketing materials, reports and data, sales guides and literature, pricing information, catalogues, brochures, glossies, contract forms, demonstration scripts, kits and remote demonstration assets, advertising layouts and other advertising and campaign materials, conference documents, professional services documents and software assets, training materials and assets and the like, each as they relate to the Acquired Assets, but in each case excluding the Excluded Assets as defined in Section 2(b) hereof.

Assumed Liabilities means any liabilities of Seller under the Contracts.

Assumption Agreement has the meaning set forth in Section 8(b)

Closing has the meaning set forth in Section 8(a) below.

Closing Date has the meaning set forth in Section 8(a) below.

Contracts means the agreements identified under Schedule 3(i).

Damages has the meaning set forth in Section 10.

***Indicates a portion that has been omitted pursuant to a request for confidential treat