SASKATCHEWANTELECOMMUNICATIONS, (hereincalled SaskTel) -and- WIRELESSAGE COMMUNICATIONS LTD. (hereincalled Wireless Age) -and- WIRELESSSOURCE DISTRIBUTION LTD. (hereincalled Wireless Source) -and- NEWLOOKINDUSTRIES CORP. (hereincalled Newlook) REPAYMENTAGREEMENT

A.  

SaskTel and Wireless Source entered into a Prepaid Cellular Service Card Distribution Agreement dated July 31, 2002 and amended pursuant to a Prepaid Cellular Service Card Distribution Amendment Agreement dated February 28, 2003 and a Prepaid Cellular Service Card Distribution Agreement – ePin Amending Agreement dated December 22, 2004 (collectively, the “Prepaid Card Agreement”).

B.  

SaskTel and Wireless Age entered into a Master Distributorship Agreement dated March 31, 2003 (the “Distributorship Agreement”).

C.  

As of September 30, 2008, Wireless Source is indebted to SaskTel in the amount of $6,366,070.58 pursuant to the Prepaid Card Agreement.  All amounts owing by Wireless Source to SaskTel pursuant to the Prepaid Card Agreement are herein referred to as the “Indebtedness”.

D.  

Wireless Source is indebted in the amount of the Indebtedness to SaskTel and SaskTel is entitled to immediately take steps to enforce repayment of the Indebtedness.

E.  

As of October 23, 2008, SaskTel is indebted to Wireless Age in the amount of $1,718,835.10 pursuant to the Distributorship Agreement.  All amounts now owing or hereafter becoming payable by SaskTel to Wireless Age pursuant to the Distributorship Agreement are herein referred to as the “SaskTel Payable”.

F.  

Wireless Age, Wireless Source and Newlook are indebted or otherwise obligated to TCE Capital Corporation (“TCE”) in the aggregate amount of approximately $2,730,617 (collectively, the “TCE Loans”) and in respect of which TCE holds perfected security interests in the property and assets of Wireless Age, Wireless Source and Newlook (collectively, the “TCE Security”).

G.  

SaskTel has agreed, upon certain terms and conditions more particularly described in this Agreement, not to  make any further demand for payment of the Indebtedness or from taking any steps to enforce repayment of the Indebtedness.

H.  

Wireless Age has agreed, upon certain terms and conditions more particularly described in this Agreement, to guarantee repayment of the Indebtedness to SaskTel and to provide a first charge security interest in the assets of Wireless Age.

I.  

The parties consider it to be in their mutual interest to enter into this Agreement to:

(a)  

Confirm the various respective obligations owed to SaskTel by Wireless Source and Wireless Age;

(b)  

Confirm the terms and conditions upon which SaskTel has agreed to accept repayment of the Indebtedness.

J.  

This paragraph and the preceding nine (9) paragraphs are hereinafter collectively referred to as the “Recitals”.

1.1  

Wireless Age and Wireless Source acknowledge, represent and warrant to SaskTel that the Recitals to this Agreement are accurate and complete and form an integral part of this Agreement.

1.2  

The parties hereto each hereby acknowledge, covenant and agree with the other as follows:

(a)  

The Indebtedness is a valid and enforceable obligation owed by Wireless Source to SaskTel and is enforceable by SaskTel against Wireless Source in accordance with its terms.

2.1  

Concurrent with the execution of this Agreement, Wireless Age agrees to execute the form of guarantee attached to this Agreement as Schedule “A”.

2.2  

Wireless Age undertakes to provide a first charge security position, in form satisfactory to all parties, to SaskTel upon repayment of the TCE Loans pursuant to the provisions of Article 4.1.

3.1  

Wireless Age and/or Wireless Source shall repay the Indebtedness in accordance with the following schedule:

(a)  

the sum of $250,000 on November 30, 2008;

(b)  

the sum of $250,000 on December 31, 2008;

(c)  

the sum of $300,000 on January 31, 2009;

(d)  

the sum of $300,000 on February 28, 2009;

(e)  

the sum of $350,000 on March 31, 2009;

(f)  

the sum of $350,000 on April 30, 2009;

(g)  

the sum of $400,000 on May 31, 2009;

(h)  

the sum of $400,000 on June 30, 2009;

(i)  

the sum of $450,000 on July 31, 2009;

(j)  

the sum of $450,000 on August 31, 2009

(k)  

the sum of $1,433,035.29 on September 30, 2009;

(l)  

the sum of $1,433,035.29 plus accrued interest, if any, on October 31, 2009.

3.2  

Interest shall not begin to accrue on the balance of the Indebtedness before January 1, 2009. Subject to the provisions of Clause 3.3 interest shall accrue at the rate of 1% per month, compounded monthly (12.68% annual equivalent).

3.3  

If Wireless Age and/or Wireless Source prepays $1,000,000 principal under Clause 3.1(k) on or before December 31, 2008 interest shall not begin to accrue on the balance of the Indebtedness before April 1, 2009 and if Wireless Age and/or Wireless Source prepays a further $1,000,000 principal under Clause 3.1 (l) and (k) on or before March 31, 2009 interest shall not begin to accrue on the Indebtedness before July 1, 2009 and if Wireless Age and/or Wireless Age prepays the remainder not previously prepaid under Clause 3.1(k) on or before June 30, 2009 no interest will be charged or owing on any part of the Indebtedness.

4.1  

SaskTel hereby acknowledges and confirms the amount of the SaskTel Payable set out in Recital E. SaskTel shall continue to withhold payment of the SaskTel Payable until the aggregate amount of the SaskTel Payable equals the then balance of the TCE Loans, at which time SaskTel shall pay to TCE such balance as a full and complete repayment of the TCE Loans against discharge by TCE of the TCE Security; provided that SaskTel shall not be required to pay to TCE such balance as repayment of the TCE Loans unless Wireless Source and Wireless Age have granted to SaskTel the security interest contemplated in Section 4.2 hereof; and further provided that if Wireless Source and Wireless Age have not granted to SaskTel the security interest contemplated in Section 4.2 hereof, such balance shall be paid by SaskTel to TCE for an assignment by TCE to SaskTel of the TCE Loans and the TCE Security in the assets of Wireless Age and Wireless Source.  Upon completion of any such assignment to SaskTel of the TCE Loans and TCE Security in the assets of Wireless Age and Wireless Source as hereinbefore provided, Wireless Age and Wireless Source acknowledge and agree that the assigned TCE Security shall secure not only the TCE Loans but also all other obligations of Wireless Age and Wireless Source to SaskTel.

4.2  

 Prior to or concurrent with SaskTel paying to TCE the TCE Loans balance, Wireless Age and Wireless Source shall grant to SaskTel a first charge security interest or mortgage of all of the assets of Wireless Age and Wireless Source and each of Wireless Age and Wireless Source shall take all steps reasonably necessary to obtain such security interests, including all required supporting documents and registrations.

4.3  

If Wireless Age and/or Wireless Source fails to make any of the required payments described in Article 3.1 or any of the prepayments on each of December 31, 2008, March 31, 2009 or June 30, 2009, described in Article 3.3, SaskTel, Newlook the controlling shareholder of Wireless Age Communications, Inc. agrees to pledge the common shares of Wireless Age Communications, Inc. to SaskTel as additional security for the Indebtedness.

4.4  

SaskTel agrees to provide all reasonable legal documentation and assurances with respect to the provisions of Section 4.1 to TCE upon signing this Agreement and each of Wireless Age, Wireless Source and Newlook hereby consent to SaskTel doing so and to TCE and SaskTel directly exchanging information as to the Indebtedness, the SaskTel Payable, the TCE Loans and the TCE Security as against the assets of Wireless Age and Wireless Source.

5.1  

Wireless Age and Wireless Source shall, concurrent with the execution of this Agreement, provide to SaskTel the following documents and/or information:

(a)  

a copy of all loan and security agreements under which either Wireless Age or Wireless Source are obligated to repay indebtedness or have granted security to TCE Capital;

(b)  

a copy of the most recent annual financial statements for Wireless Age and Wireless Source;

(c)  

particulars of any payments made by Wireless Age and/or Wireless Source out of the ordinary course of business in the last 12 months, including, without limitation, any dividends paid or any payments made to related parties.

5.2  

Wireless Age and Wireless Source shall, not later than the 20th calendar day of each month, commencing on October 20, 2008 and continuing until the Indebtedness is repaid in full, provide to SaskTel the following financial information:

(a)  

an aged accounts receivable and accounts payable listing for each of Wireless Age and Wireless Source effective as of the last day of the preceding month;

(b)  

monthly bank statements detailing all receipts and disbursements for each of Wireless Age and Wireless Source for the preceding month.

6.1  

Subject to the terms and conditions of this Agreement, SaskTel agrees that it will not proceed to enforce repayment of the Indebtedness until after 12:00 o’clock midnight on October  31, 2009.

6.2  

SaskTel may, in its absolute and unfettered discretion, grant a further period of time during which SaskTel will not proceed to enforce its rights , but SaskTel shall not be obligated to grant such extensions under any circumstances, and nothing in this Agreement shall constitute any representation, waiver, or acknowledgement by SaskTel that it intends to, or will, grant such extensions.

6.3  

SaskTel hereby agrees that upon full, complete and final performance by Wireless Age and/or Wireless Source of each of the covenants, responsibilities and obligations in accordance with the time limits herein specified, SaskTel shall be deemed to have accepted the aforesaid payments, covenants, sums of money, terms and conditions in full and final satisfaction of the Indebtedness owed by the Wireless Age and Wireless Source to SaskTel.

6.4  

Wireless Age and Wireless Source hereby acknowledge that this Agreement shall not release them from any of their liabilities, obligations and responsibilities with respect to any other arrangements between themselves and SaskTel (other than the Indebtedness).

7.1  

SaskTel may terminate this Agreement forthwith in the event that:

(a)  

Wireless Age and/or Wireless Source do not make payments as required by this Agreement;

(b)  

Wireless Age and/or Wireless Source do not observe, perform or adhere to the terms and conditions in this Agreement;

(c)  

Wireless Age and/or Wireless Source breach any promise, representation or warranty made in this Agreement or Wireless Age and/or Wireless Source provide any false or misleading information to SaskTel which materially affects this Agreement;

(d)  

Wireless Age and/or Wireless Source cease or threaten to cease to carry on in the normal course of business or any material part thereof;

(e)  

Wireless Age and/or Wireless Source become insolvent, commit an act of bankruptcy, or make a proposal or file an assignment for the benefit of creditors under the Bankruptcy and Insolvency Act (Canada) or similar legislation in Canada or any other jurisdiction, or are the subject of a proceeding in bankruptcy or receivership;

(f)  

the holder of a charge against the property of Wireless Age and/or Wireless Source takes possession of such property, or a distress, execution or other similar process is levied against any part of the property of Wireless Age and/or Wireless Source;

(g)  

SaskTel in good faith and upon commercially reasonable grounds believes that the prospect of payment or performance is or is about to be impaired.

7.2  

In the event of the termination of this Agreement, or upon the expiry of the  period described in Section 6.1 of this Agreement or any extension thereof agreed to by SaskTel, Wireless Age and Wireless Source agree that SaskTel or an agent for SaskTel, may forthwith take all steps it deems necessary to enforce repayment of the Indebtedness, including, without limitation, setting off against the Indebtedness any amounts owed by SaskTel to Wireless Age and/or Wireless Source in excess of the then outstanding balance of the TCE Loans (if any) SaskTel agrees that while this Agreement is in effect and during the period described in Section 6.1 of this Agreement, SaskTel will limit set off of amounts owing to Wireless Age and/or Wireless Source against the Indebtedness to the amount of the scheduled payment or payments described in Section 3.1 that are owing at the time of the set off by SaskTel and that have not been made by Wireless Source and/or Wireless Age. Wireless Source and Wireless Age agree that this limited right of set off shall apply only provided that no more than two (2) consecutive scheduled payments as set forth in Section 3.1 of this Agreement are not paid when required by Wireless Source and/or Wireless Age.

8.1  

This Agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan and the Canadian federal laws which are applicable in the Province of Saskatchewan.

8.2  

Each of the parties hereby attorns to the non-exclusive jurisdiction of the courts ofSaskatchewan.

8.3  

Any notice or other documentation required to be given to any party hereunder shall be given to that party at the address set out in Schedule “B” hereto.

8.4  

If any one or more of the provisions contained in this Agreement shall be determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

8.5  

This Agreement shall enure to the benefit of and be binding upon SaskTel, Wireless Age and Wireless Source and their respective successors, assigns, officers, directors, employees, servants and agents (as the case may be).

8.6  

The records of SaskTel shall be prima facie proof of the outstanding amount of the Indebtedness owed by Wireless Age and Wireless Source to SaskTel in respect of the Indebtedness, of the amount of any payment made, of the amount of any part of the Indebtedness which is in default, and of any notice or demand being made.

8.7  

Wireless Age and Wireless Source and Newlook hereby acknowledge and agree that they have entered into this Agreement freely without coercion or duress by SaskTel or any of its officers, directors, employees, servants or agents.

8.8  

The parties agree that all the rights and remedies of SaskTel hereunder and under any agreement delivered pursuant hereto are cumulative and are in addition to, without prejudice to, and shall not be deemed to exclude, any other right or remedy allowed to SaskTel hereunder or any agreement delivered pursuant hereto, except as specifically set out herein.

8.9  

The parties also agree that all rights and remedies of SaskTel may be exercised concurrently.

8.10  

The parties agree that time shall be of the essence of this Agreement in all respects.

8.11  

The parties hereby agree that they will execute such further documents, deeds, assurances and that they will do all such acts as may be reasonably required to fully implement the intent of this Agreement.

8.12  

No condoning, excusing, or waiver by either party of any default, breach, or non-observance by the other party at any time or times with respect to any covenants or provisos contained in this Agreement shall constitute a waiver by that party of its rights to act upon such or further default, breach, or non-observance.

8.13  

This Agreement may be executed in counterparts and shall be fully binding if executed in counterparts.

1.  

Wireless Source Distribution Ltd. (“Wireless Source”) is indebted to Saskatchewan Telecommunications (“SaskTel”) in the amount of $6,366,070.58 as of September 30, 2008 (the “Indebtedness”).

2.  

Wireless Age Communications Ltd. (“Wireless Age”) has agreed to execute this Guarantee in consideration of SaskTel entering into a Repayment Agreement with Wireless Source. (the “Repayment Agreement”)

(a)  

Wireless Age unconditionally guarantees to SaskTel the due payment by Wireless Source of the Indebtedness and interest at the time and in the manner provided for in the Repayment  Agreement and the due performance and observance by Wireless Source of all covenants, conditions, stipulations and provisos contained in the Repayment Agreement.

(b)  

That as between SaskTel and Wireless Age, Wireless Age is and shall continue liable as principal debtor under all the covenants contained in the Repayment Agreement notwithstanding any transaction which may take place between Wireless Source and SaskTel or any neglect or default of SaskTel which might otherwise operate as a discharge whether partial or absolute of Wireless Age if it were a surety only of Wireless Source and without restricting the generality of the foregoing notwithstanding the granting of time or other indulgence to Wireless Source.

(c)  

SaskTel, in its absolute discretion or in the absolute discretion of any officer or agent, and without diminishing the liability of Wireless Age, may grant time or may vary the term of repayment or may grant other indulgences to Wireless Source and any other person or persons now or hereafter liable to SaskTel in respect of the Indebtedness and interest and may give up, modify, vary, exchange, renew or abstain from perfecting or taking advantage of any security in whole or in part and may discharge any part or parts or accept any composition or arrangements or realize upon the said security or any security when and in such manner as SaskTel or any officer thereof may think expedient, and in no case shall SaskTel be responsible for any neglect or omission with respect to any such security.  Any account settled or stated by or between SaskTel and Wireless Source may be adduced by SaskTel and shall in that case be accepted by Wireless Age as conclusive evidence that the balance or amount thereof thereby appearing is due by Wireless Source to SaskTel.

(d)  

That Wireless Age will not at any time claim to be subrogated in any manner to the position of SaskTel and will not claim the benefit of any security at the time held by SaskTel PROVIDED HOWEVER that in the event of Wireless Age paying to SaskTel all the monies remaining unpaid then Wireless Age shall be entitled on demand made by it in writing to SaskTel to the assignment of and such of the said security remaining in SaskTel at the time such notice is received by it.

(e)  

That SaskTel shall not be bound to exhaust its recourse against Wireless Source or other parties or any security it may hold before requiring payment from Wireless Age and SaskTel may enforce the various remedies available to it and may realize upon the various securities held by it or any part thereof in such order as SaskTel may determine.

(f)  

That if default shall occur under the Repayment Agreement, Wireless Age shall forthwith upon demand being made upon it by SaskTel pay to SaskTel all principal, interest, costs and expenses due by virtue of this Guarantee, the Repayment Agreement or any security.

(g)  

That no change in the name, objects, capital stock, or constitution of Wireless Source shall in any way affect the liability of Wireless Age, either with respect to a transaction occurring before or after any such change and SaskTel shall not be concerned to see or enquire into the powers of Wireless Source or any of its Directors or other agents acting or purporting to act on its behalf and monies, advances, renewals or credits in fact borrowed or obtained from SaskTel shall be deemed to be and form part of the Indebtedness hereby guaranteed, notwithstanding that such borrowing may be in excess of the powers of Wireless Source or of its Directors or other agents aforesaid or be in any way irregular, defective or informal.

(h)  

That this Guarantee shall extend to and enure to the benefit of SaskTel and its successors and assigns and reference hereunto to the undersigned or to Wireless Age is a reference to and shall be construed as including its successors and assigns.