Management’s Discussion and Analysis

UNIQUE BROADBAND SYSTEMS, INC.

Filed SEDAR January 27, 2009

Our Company

UBS (TSX Venture: UBS) is a publicly listed Canadian company that has a 51.8% equity interest, on a fully diluted basis, in Look (TSX Venture: LOK and LOK.A) and other assets. With licenced spectrum and broadcast licences held through its subsidiary Look, the Company is a Canadian digital television broadcaster and broadband wireless service provider.

In October 2003, UBS sold its engineering and manufacturing business (“E&M Business”) to a new private company owned by a group of former UBS engineers. As a result of this divestiture, the Company reclassified its prior period results for the E&M Business as “Discontinued Operations” in its financial statements. This sale completed UBS’ restructuring plan, designed to reduce costs, conserve cash and focus the resources of UBS on its investment in Look.

Look’s mission has been to be an M3 - Mobile Multi Media – communications, entertainment and information service provider in Ontario and Québec. Look currently delivers a full range of communications services including high-speed and dial-up Internet access, digital television distribution, and superior customer service to both the business and residential markets. Look provides its digital television distribution and wireless Internet services using its approximately 100 MHz of Multipoint Distribution System spectrum in the 2.5 to 2.7 GHz frequency band covering approximately 18 million people (1.8 billion MHz/Pops) in the provinces of Ontario and Québec. Look’s shares are listed on the TSX Venture Exchange under the symbols “LOK” for Multiple Voting Shares and “LOK.A” for Subordinate Voting Shares.

The UBS head office is located in Milton, Ontario and UBS currently has nine employees. Look’s registered office is located in Toronto, Ontario and its main operations are in Montreal, Québec and Milton, Ontario. As at November 30, 2008, Look had 60 full-time and part-time employees.

3. OVERVIEW

Significant Current Events

(a) Plan of Arrangement

On December 1, 2008, Look announced that it would apply to the Ontario Superior Court of Justice for an Interim Order under the Canada Business Corporations Act (Section 192) permitting it to hold a special meeting of shareholders to approve a plan to permit the orderly sale of some or all, in whole or in part, of its assets. The Ontario Superior Court of Justice granted the Interim Order permitting Look to hold the aforementioned special meeting on January 14, 2009.

At the meeting, shareholders were asked to approve (by 66 2/3% of the votes cast in person or by proxy) both the sales process and the arrangement, as set forth in the Plan of Arrangement, to permit the orderly sale of some or all, in whole or in part, of Look’s assets to maximize shareholder value.

Look’s assets include:

1) Spectrum – Approximately 100 MHz of contiguous licensed spectrum in Ontario and Quebec covering approximately 18 million people (1.8 billion MHz/Pops);

2) Broadcast License – A Canadian Radio-television and Telecommunications Commission (“CRTC”) mobile broadcast license which as been renewed by the CRTC to August 2011;

3) Subscribers – Approximately 30,000 broadcast and Internet subscribers;

4) Network – A network consisting of two network operating centers (Toronto, Ontario and Montreal, Quebec), 26 one-way broadcast sites and 10 two-way broadcast sites; and

5) Tax Attributes – Approximately $300 million in tax attributes.

On January 21, 2009, the Ontario Superior Court of Justice granted the Sales Process Order permitting Look to commence a sales process for some or all, in whole or in part, of its assets. The Court also appointed Grant Thornton Limited to work with Look’s Board of Directors and act as Monitor to conduct and manage the sales process.

At the special meeting, shareholders overwhelmingly approved, by approximately 94%, the aforementioned sales process and the arrangement resolutions, as set forth in the Plan of Arrangement. Look has disclosed all publicly-available documents related to its intent to sell some or all, in whole or in part, of its assets on its website www.look.ca/en/maximizingshareholder...

(b) Sale of Web Hosting and Domain Name Business

On October 17, 2008, Look executed an Asset Purchase Agreement (the “Agreement) for the sale of its web hosting and domain name business. The Agreement, which closed on November 1, 2008, requires the following:

1) Consideration in the amount of approximately $3,800 payable to Look, subject to potential post-closing adjustments, and;

2) A 40-month Shared Hosting Marketing and Licensing Agreement whereby the EasyHosting brand will be jointly promoted and the revenue generated therefrom will be shared.

Look recorded a gain on the sale of the business of $4,200 and was relieved of its obligation to certain subscribers to provide future services which lead to a decline of $507 in unearned revenue. An amount payable for services provided to Look of $331 was offset against consideration to be received from the sale. At November 30, 2008 Look had collected cash of $2,150 and had recorded $1,212 as a net amount receivable. At November 30, 2008, Look had collected $193 from subscribers after the closing of the sale, which has been included in restricted cash.

(c) WiMAX Test Network

On November 3, 2008 Look and Motorola announced that they had commenced a WiMAX IEEE 802.16e Wave2 trial in Milton, Ontario, using Motorola, Inc.’s latest WiMAX equipment. Look’s WiMAX system utilizes the latest in 4G (Fourth Generation) technologies, offering a wide variety of mobile services such as high quality Broadcast Television, High Speed Internet and VoIP.

To date, WiMAX has been deployed in more than 100 countries around the globe with great success. In Canada, Look is one of the first to offer a completely mobile WiMAX trial network capable of delivering an experience and speeds equivalent to land-based DSL and cable internet connections. No existing 3G cellular network in Canada can match this consumer experience.

Current WiMAX devices include, amongst others, mobile handhelds, computer hardware including PCMCIA cards and USB dongles, and laptop computers with embedded WiMAX chips. This breadth of devices allows consumers to customize their mobile requirements whether they are at home, at the office, at the cottage or on the road.

Rather than being constrained by the geographic limitations of WiFi, WiMAX allows operators to blanket an entire city or region to offer completely seamless connectivity.

Look can demonstrate this disruptive technology using a state of the art WiMAX demonstration vehicle located at its head office in Milton, Ontario. Passengers can view high quality television with an interactive guide, view video on demand (VOD), place voice calls, browse the Internet, and achieve Internet speeds capable of 6 Megabits per second while traveling at highway speeds.

Other devices such as handhelds and WiMAX embedded laptops are also available for demonstration.

Look believes that WiMAX will give consumers an unparalleled experience that is currently not offered by any mobile or cellular operator in Canada. Look’s unique combination of its mobile broadcast licence, along with its approximately 100 MHz of spectrum in the 2.6 to 2.7GHz band, allows Mobile WiMAX to become a reality in Canada today.

(d) Corporate Reorganization Plan

In December 2007, Look implemented the reorganization plan (the "Plan") approved on October 10, 2007, by transferring certain assets of Look to an entity that is 100 per cent controlled by Look. The purpose of the Plan is to utilize certain of Look’s non-capital losses, which would have otherwise expired, to reduce future taxable income.

On December 8, 2004, Look and UBS announced that they had signed a Memorandum of Understanding whereby they plan to jointly launch hand-held mobile video services in Ontario and Québec. A mobile television demonstration network was completed in Milton, Ontario in April 2006 and is fully operational. On November 3, 2008, the Company announced that it had launched its Mobile Multi Media WiMAX trial in Milton, Ontario (See the section entitled “Overview – Significant Current Events – WiMAX Test Network”). The commercial launch of the M3 network is, however, dependent upon the Company obtaining adequate financing arrangements with financial partners and other suppliers for the development and build-out of the network and various subscriber devices.

An M3 platform brings together communications, information, and entertainment, delivered to the consumer’s hand rather than to a geographically defined location – the home or the office. It is designed to give consumers personalization and mobility in voice, television, data, and Internet, and it allows these applications to be further delineated into specific services such as text messaging, pictures, video, conferencing, and caller identification. Mobile video is fast becoming a reality in a number of countries, most notably in Korea and Japan, as well as across Europe and the United States.

The Company will seek to optimize profitability within Ontario and Québec from its existing operations while implementing its strategy designed to maximize cash flow and return on the Company’s existing assets.

The key elements of the Company’s existing strategy are as follows:

1. Maximize shareholder value through the Plan of Arrangement (See the section entitled “Overview

– Significant Current Events – Plan of Arrangement”);

2. Continue to seek any and all opportunities to obtain financing (See the section entitled “Overview

– Significant Current Events – Sale of Web Hosting and Domain Name Business”);

Resolve the dispute with Bell Canada to continue servicing existing subscribers; and

Continue to re-negotiate supplier contracts and focus on efficiency improvements.

The Company’s ability to achieve its strategy is dependent upon a number of factors including, amongst others, those discussed in the section entitled “Caution Regarding Forward-Looking Statements”.

14. SHARE CAPITAL

As at November 30, 2008 and 2007, UBS had issued 91,442,522 Common Shares and 11,305,332 Class A Non-Voting Shares for total issued shares of 102,747,854. As at November 30, 2008 there were options outstanding to acquire 16,224,000 Common Shares of UBS (August 31, 2008 - 15,974,000). There were no changes to the issued shares and options to acquire common shares at January 27, 2009.

During the three months ended November 30, 2008, UBS recorded stock based compensation expense of $7 (2007 - Nil) related to options issued to employees and $58 (2007 - $225) related to options issued to non-employees, with a corresponding amount having been recorded in contributed surplus.

4. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

Continuing Operations

Effective November 30, 2003, UBS received final approval from the CRTC to acquire control of Look, which it did at the end of December 2003. Look, on a fully diluted basis, is currently a 51.8%-owned subsidiary of UBS and is consolidated for financial reporting purposes. UBS’ share ownership in Look will fluctuate as convertible debentures previously issued by Look are converted into multiple and subordinate voting shares and interest obligations in connection with these convertible debentures are settled in subordinate voting shares.

If all debentures are converted, UBS will have the ability to control at least 51% of Look by the conversion of its debentures. As the Company has the ability to maintain control by converting these securities at any time, UBS continues to consolidate its interest in Look.

Discontinued Operations

During the second quarter of fiscal 2004, UBS’ divestiture of its E&M Business resulted in the reclassification of that business as “Discontinued Operations”. Accordingly, all revenues and costs associated with that business and the divestiture have been reclassified from September 1, 2003 as “Discontinued Operations” in the Consolidated Statement of Operations and Deficit and the Consolidated Cash Flow Statement.

During the first quarter of fiscal 2009, Look sold its web hosting and domain name business. As a result, Look segregated the results of operations in respect of this business for the first quarter of fiscal 2008 to present the contribution from this segment of its business in “Discontinued Operations” in the Consolidated Statement of Operations and Deficit and Consolidated Cash Flow Statement.

Discontinued Operations

During the quarter, Look sold its web hosting and domain name business. As a result, Look segregated the results of operations in respect of this business for the first quarter of fiscal 2008 to present the contribution from this segment of its business in discontinued operations. This amounted to $331 and $567 for the quarters ended November 30, 2008 and 2007, respectively. In addition, the gain on sale of the web hosting and domain name business totalling $4,200 was included in discontinued operations. There were no transactions in either quarter related to the sale of the E&M Business.

Consolidated Financial Statements

The consolidated financial statements include the accounts of UBS’ controlled subsidiary, Look, and UBS’ wholly-owned subsidiary, UBS Wireless. All significant inter-company transactions and balances have been eliminated.

These consolidated financial statements have been prepared by management, on a going concern basis, in accordance with Canadian generally accepted accounting principles. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

2008 Spectrum Auction

The Canadian Advanced Wireless Services (“AWS”) auction commenced on May 27, 2008 with twenty-seven qualified participants and concluded after 331 rounds on July 21, 2008 with gross proceeds of $4.26 billion, far in excess of analyst expectations, indicating significant interest in mobile spectrum from both new entrants and incumbents as can be seen from the following chart

. RESULTS OF OPERATIONS

Highlights of the results for the three months ended November 30, 2008 include the following:

For the three months ended November 30, 2008, service revenue from continuing operations was $3,537 compared to $4,453 for the three months ended November 30, 2007. Gross margin from continuing operations decreased from 48.3% to 46.5% in the quarter partly as a result of nonrecurring adjustments to telecommunications and programming-related costs and certain components of cost of sales that are fixed in nature.

Overall ARPU increased by $0.78 or 2.2% to $36.66 during the three months ended November 30, 2008 relative to the same period in fiscal 2008.

Look’s subscriber base was 27,785 at November 30, 2008 compared to 47,881 at November 30, 2007. The decrease in subscribers resulted primarily from the sale of the web hosting and domain name business (See the section entitled “Overview – Significant Current Events – Sale of Web Hosting and Domain Name Business”).

For the three months ended November 30, 2008, EBITDA was negative $1,783 compared to EBITDA of negative $1,485 for the comparable period ended November 30, 2007. (See the section entitled “Earnings Before Interest Expenses, Income Taxes, Depreciation, and Amortization [“EBITDA”]” for a reconciliation of EBITDA to loss from continuing operations).

For the three months ended November 30, 2008, the Company recognized income and comprehensive income of $1,549 or $0.01 per share compared to a loss and comprehensive loss of $1,295 or $0.01 per share for the same period one year prior, mainly as a result of the gain on the sale of the web hosting and domain name business.

Continuing Operations

The loss from continuing operations for the quarter ended November 30, 2008 was $2,982 or $0.03 per common share, compared with the loss from continuing operations of $1,584 or $0.01 for the quarter ended November 30, 2007, mainly as a result of the Company absorbing all of Look’s losses from continuing operations in the quarter (refer to the subsection on non-controlling interest below for more details).

Total Revenue and Gross Margin

Total revenue from continuing operations for the three months ended November 30, 2008 of $3,588 was $939 or 20.7% lower than the comparable period in fiscal 2008. This was due primarily to the net loss of Broadcast Services and Dial-Up subscribers.

Gross margin for the three months ended November 30, 2008 declined to 46.5% (2007 – 48.3%). This was due primarily to certain components of cost of sales that were fixed in nature and was partly offset by, amongst other things, timely fee increases and the cost savings obtained through the re-negotiation of certain supplier contracts.

Broadcast Services Revenue and Gross Margin

The decrease in Broadcast Services revenue for the three months ended November 30, 2008 of $560 or 23.8% over the same period in fiscal 2008 was a result of a lower subscriber base. This was due largely to the very aggressive competition in this sector and a low level of marketing activity for new subscribers by Look. Gross margin for the three months ended November 30, 2008 decreased to 41.1% (2007 – 41.8%) due primarily to general increases in the cost of programming services.

Internet Services Revenue and Gross Margin

Internet Services revenue for the three months ended November 30, 2008 declined by $370 or 17.9% over the comparable period ended one year prior due primarily to a decrease in the number of Dial-Up subscribers. Of the revenue from Internet Services, revenue from Dial-Up accounted for $526 in 2008 (2007 - $743) while revenue from High Speed was $1,176 (2007 - $1,329). The decrease in Internet Services revenue resulted from the continued migration of Dial-Up subscribers to High Speed products and the loss of some High Speed bundled subscribers who discontinued service as a result of the aggressive product bundling implemented by Look’s competitors.

Internet Services gross margin for the three months ended November 30, 2008 declined to 51.6% (2007

– 55.8%) primarily as a result of the fixed nature of certain components of cost of sales which were partially offset by the Company’s active management and renegotiation of supplier contracts.

Other Services Revenue and Gross Margin

Revenue from the continuing operation of Other Services for the three months ended November 30, 2008 increased by $14, or 56% over the comparable period in fiscal 2008.

Sales and Installation Revenue

Revenue derived from Sales and Installations for the three months ended November 30, 2008 decreased by $23, or 31.1%. This decline was the result of, amongst other things, a general reduction in new installations during the first quarter of fiscal 2009 relative to the same quarter one year prior.

Total Subscribers and ARPU

The decrease in subscribers for the three months ended November 30, 2008 of 12,686 or 31.3% was driven primarily by the sale of the hosting and domain name business which accounted for a decline in excess of 10,000 subscribers (see the section entitled “Overview – Significant Current Events – Sale of Web Hosting and Domain Name Business”). The remainder of the decrease was due largely to the continuing decline of our residential and business Dial-Up subscribers, the loss of video subscribers, and the loss of some High Speed subscribers due to the aggressive product bundling by Look’s competitors. Look has also minimized the use of marketing campaigns that have historically proven to be very expensive and ineffective.

For the three months ended November 30, 2008, total ARPU was $36.66 (2007 - $35.88) representing an increase of 2.2%.

Broadcast Subscribers and ARPU

Broadcast subscribers totalled 10,971 at November 30, 2008 representing a decrease of 761 or 6.5% for the quarter. Of the 10,971 subscribers, 3,716 represented subscribers in multiple-unit dwellings and 7,255 were subscribers in single family homes. The number of subscribers continued to decline during the three months ended November 30, 2008 as a result of a low level of sales and marketing activities by Look and aggressive bundling campaigns by the competition. ARPU for the three months ended November 30, 2008, increased moderately to $52.54 (2007 – $51.75).

For the three months ended November 30, 2008, Broadcast Services subscriber churn was an average of 3.2% compared with 4.2% for the same period one year prior.

Internet Subscribers and ARPU

Internet subscribers totalled 16,810 at November 30, 2008 representing a decrease of 1,291 or 7.1% for the quarter. The decrease was primarily in the residential Dial-Up subscriber base which lost 961 subscribers in the quarter reflecting a continuous customer migration to higher speed products.

ARPU on Internet Services was $32.51 for the three months ended November 30, 2008 (2007 - $29.52) as a result of an increase in both Dial-Up and High Speed ARPU to $18.21 (2007 - $17.92) and $50.12 (2007 -$46.28) respectively. The increases in ARPU were driven both by price increases implemented during fiscal 2008 as well as a relative shift to higher value services.

Other Services Subscribers and ARPU

Other Services subscribers totalled four at November 30, 2008 representing a decrease of 10,634 or approximately 100% for the quarter due to the sale of the web hosting and domain name business (see the section entitled “Overview – Significant Current Events – Sale of Web Hosting and Domain Name Business”). Look also recorded sales of 4,235 domain names during the quarter prior to the sale of the business (three months ended November 30, 2007 – 7,051).

ARPU on Other Services for the three months ended November 30, 2008 averaged $129.02 (2007 -$21.10). The increase in ARPU was attributable primarily to the higher-value product mix of co-location subscribers that remained once the web hosting and domain name business was sold.

13. LIQUIDITY AND CAPITAL RESOURCES

The Company had cash and cash equivalents of $5,557,000 at November 30, 2008 compared with cash and cash equivalents of $5,168,000 at August 31, 2008. Cash equivalents at November 30, 2008 amounted to $844 (August 31, 2007 - $1,454) and consisted of short-term guaranteed investment certificates and bankers acceptances with original maturities of less than 90 days.

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