Common use of Certain Actions Clause in Contracts

Certain Actions. From the Effective Date until the Closing Date, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: (a) amend or terminate any Assumed Contract, or enter into any new Contract involving a commitment on the part of any Seller in excess of Two Hundred Fifty Thousand Dollars ($250,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, except as permitted by the Bankruptcy Court; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From the Effective Date until the Closing Date, except as otherwise expressly provided in this Agreement or as set forth on Schedule 5.03, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy CourtBuyer: (a) amend or terminate any Assumed Contract other than an Immaterial Contract, or enter into any new Contract involving a commitment on the part of any Seller in excess of Two One Hundred Fifty Thousand Dollars ($250,000100,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders)Seller; (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide for Encumbrances providing adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than having an Excluded Asset) having a value original cost in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, except as permitted by the Bankruptcy Court; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1995, the Effective Date until the Closing DateCompanies have --------------- not, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: except as disclosed on Schedule 3.8A hereto: (a) amend discharged or terminate satisfied ------------- any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment stock or indebtedness from any stockholder or member other than (i) the personal vehicles listed on Schedule 3.8A hereto and ------------- (ii) the part office furniture listed on Schedule 3.8A hereto, each as agreed to by ------------- Global; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $50,000 in the aggregate; ($250,000); (bf) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policiesmortgaged, or real otherwise transferred, or personal property suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business; ); (cg) increase compensation payable amended its charter or bylaws; (h) paid or made a commitment to become payable to, make a bonus pay any severance or severance termination payment to, or otherwise enter into one or more bonus or severance agreements with, to any employee or agent consultant; (i) made any change in its method of management or operation or method of accounting; (j) made any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) createcapital expenditures, assume or permit to exist any new Encumbrance upon any including, without limitation, replacements of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus, gratuity, or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, members or shareholders of the Companies; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Companies are a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since December 31, 1995, except as permitted by disclosed on Schedule 3.8B hereto, there has not been (a) any Material Adverse Change ------------- including, but not limited to, the Bankruptcy Court; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Companies, or in any action relating material assets of the Companies, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Companies, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Companies, nor have the Companies agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since August 31, 1996, the Effective Date until the Closing DateCompany has not, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: except --------------- as disclosed on Schedule 3.8A hereto: (a) amend discharged or terminate satisfied any Assumed Contract------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment stock or indebtedness from any stockholder other than (i) the personal vehicles listed on Schedule 3.8A hereto and (ii) the part ------------- office furniture listed on Schedule 3.8A hereto, each as agreed to by Global; ------------- (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $50,000 in the aggregate; ($250,000); (bf) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policiesmortgaged, or real otherwise transferred or personal property suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business; ); (cg) increase compensation payable amended its charter or bylaws; (h) paid or made a commitment to become payable to, make a bonus pay any severance or severance termination payment to, or otherwise enter into one or more bonus or severance agreements with, to any employee or agent consultant; (i) made any change in its method of management or operation or method of accounting; (j) made any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) createcapital expenditures, assume or permit to exist any new Encumbrance upon any including, without limitation, replacements of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any investment or commitment therefor in any Person; (1) made any payment or contracted for the payment of any bonus, gratuity, or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since August 31, 1996, except as permitted by disclosed an Schedule 3.8B ------------- hereto, there has not been (a) any Material Adverse Change including, but not limited to, the Bankruptcy Court; (g) amend or agree to amend loss of any customer of the articles or certificate Company who paid the Company in excess of incorporation or other organizational documents $50,000 during the twelve months ended August 31, 1996, or the bylaws or other governing documents loss of any Seller supplier of the Company to whom the Company paid more than $40,000 during the twelve months ended August 31, 1996, or otherwise take in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since April 30, 1997, the Effective Date until the Closing DateCompany has not, Sellers shall not take except as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $25,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since April 30, 1997, except as permitted by disclosed on Schedule 3.8B hereto or any of the Bankruptcy Court; Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company other than the Konica Slowdown, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since August 31, 1996, the Effective Date until the Closing DateCompany has not, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: --------------- expect as disclosed on Schedule 3.8A hereto: (a) amend discharged or terminate satisfied any Assumed Contract------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment stock or indebtedness from any stockholder other than (i) the personal vehicles listed on Schedule 3.8A hereto and (ii) the part office furniture listed on Schedule 3.8A ------------- ------------- hereto, each as agreed to by Global; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $50,000 in the aggregate; ($250,000); (bf) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelsold, operationsassigned, financespledged, accounting policiesmortgaged, or real otherwise transferred, or personal property suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business; ); (cg) increase compensation payable amended its charter or bylaws; (h) paid or made a commitment to become payable to, make a bonus pay any severance or severance termination payment to, or otherwise enter into one or more bonus or severance agreements with, to any employee or agent consultant; (i) made any change in its method of management or operation or method of accounting; (j) made any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) createcapital expenditures, assume or permit to exist any new Encumbrance upon any including, without limitation, replacements of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus, gratuity, or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since August 31, 1996, except as permitted by disclosed on Schedule 3.8B hereto, there has ------------- not been (a) any Material Adverse Change including, but not limited to, the Bankruptcy Court; (g) amend or agree to amend loss of any customer of the articles or certificate Company who paid the Company in excess of incorporation or other organizational documents $50,000 during the twelve months ended August 31, 1996, or the bylaws or other governing documents loss of any Seller supplier of the Company to whom the Company paid more than $40,000 during the twelve months ended August 31, 1996, or otherwise take in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since October 31, 1996, the Effective Date until the Closing DateCompany has not, Sellers shall not take --------------- except as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements ------------- or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $25,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since October 31, 1996, except as permitted by disclosed on Schedule 3.8B hereto or any of the Bankruptcy Court; Financial ------------- Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1998, the Effective Date until the Closing DateCompany has not, Sellers shall not take except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness from any Shareholder; (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any Person whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $25,000 individually or $100,000 in the aggregate; ($250,000e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bf) make offers amended its charter or bylaws; (g) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (h) made any material change in personnelits method of management, operationsoperation, financesordinary course payments of accounts payable and other similar liabilities, accounting policiesor reporting income or deductions for tax purposes; (i) made any material acquisitions, or real or personal property capital expenditures, including, without limitation, replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except as permitted by for capital expenditures or commitments therefor which do not, in the Bankruptcy Court; aggregate, exceed $25,000 individually or $100,000 in the aggregate; (gj) amend made any investment or agree to amend commitment therefor in any Person; (k) made any payment or contracted for the articles or certificate payment of incorporation any bonus or other organizational documents compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the bylaws or other governing documents ordinary course of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any and (B) wage and salary adjustments made in the ordinary course of the foregoing; Business for employees who are not officers, directors, or stockholders of the Company; (jl) made, amended, or entered into any written employment contract or created or made any material change in any accounting methodbonus, policy stock option, pension, retirement, profit sharing or practice other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise or agency agreement which involves annual consideration (or commissions) in excess of $25,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, employee or Affiliate of the Company; (q) materially amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect; or (r) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the Financial Statements; or ordinary course of the Business. The Company shall have operated in the normal course of business during the period from December 31, 1998 through the Closing Date, pursuant to the Preliminary Closing Date Balance Sheet (kattached as EXHIBIT T-1) terminateand the accompanying income statement (attached as EXHIBIT T-2). In addition, amend to the Knowledge of the Company or otherwise modify any Employee Benefit Plan or Other PlanMill▇▇, ▇▇e Company has operated the Business in accordance with the 1999 budget, except for amendments required as otherwise authorized or directed by GVG, or disclosed to comply with applicable Legal Requirements or as requested by BuyerBuyer in SECTION 3.5 of the Disclosure Schedule.

Certain Actions. From Since August 31, 1997, the Effective Date until the Closing DateCompany has not, Sellers shall not take --------------- except as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements ------------- or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $25,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $35,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since August 31, 1997, except as permitted by disclosed on Schedule 3.8B hereto or ------------- any of the Bankruptcy Court; Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1998, the Effective Date until the Closing DateCompany has not, Sellers shall not take --------------- except as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements ------------- or delayed), notes thereto and if necessary the Bankruptcy Court: except for certain year-end bonuses approved by Global: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part Sellers associated with the income of the Company); (c) made or agreed to make any Seller loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $25,000 individually or $50,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $100,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since December 31, 1998, except as permitted by disclosed on Schedule 3.8B hereto ------------- or any of the Bankruptcy Court; Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since the Effective Date until date of the Closing DateMost Recent Financial Statements, Sellers shall not take the Company has not, except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part Sellers associated with the income of the Company); (b) made or agreed to make any Seller loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $25,000 individually or $100,000 in the aggregate; ($250,000e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bf) make offers amended its charter or bylaws; (g) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (h) made any material change in personnelits method of management, operations, financesoperation, accounting policiesor reporting income or deductions for tax purposes; (i) made any material acquisitions, or real or personal property capital expenditures, including, without limitation, replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except as permitted by for capital expenditures or commitments therefor which do not, in the Bankruptcy Court; aggregate, exceed $25,000 individually or $100,000 in the aggregate; (gj) amend made any investment or agree to amend commitment therefor in any Person; (k) made any payment or contracted for the articles or certificate payment of incorporation any bonus or other organizational documents compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the bylaws or other governing documents ordinary course of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any and (B) wage and salary adjustments made in the ordinary course of the foregoing; Business for employees who are not officers, directors, or stockholders of the Company; (jl) made, amended, or entered into any written employment contract or created or made any material change in any accounting methodbonus, policy stock option, pension, retirement, profit sharing or practice other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer 14 rights in respect of the Company's capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, or Affiliate of the Company or, other than in the Financial Statementsordinary course of business, any employee of the Company; or (kq) terminatematerially amended, amend experienced a termination or otherwise modify received notice of actual or threatened termination or non-renewal of any Employee Benefit Plan material contract, agreement, lease, franchise or Other Plan, license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect; or (r) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except for amendments required to comply with applicable Legal Requirements or as requested by Buyerin the ordinary course of the Business.

Certain Actions. From Since December 31, 1999, the Effective Date until the Closing DateCompany has not, Sellers shall not take --------------- except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness of any Seller in excess Majority Shareholder (other than distributions (i) for any amounts owed by the Company to the Majority Shareholders for repayment of Two Hundred Fifty Thousand Dollars ($250,000); (b) make offers loans and for payment of performance bonuses to any employees of the Business for employment Company in accordance with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property the past practices of the Business; Company and as set forth on Schedule 3.8 hereto, and (cii) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (for income taxes and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than ------------ expenses incurred in connection with the Bankruptcy Cases transactions contemplated hereby, in each case so long as such payments and filing expenses are included in the Sale Motioncalculation of the Net Working Capital of the Company and so long as the Company retains at least the Minimum Cash as of the Closing Date (collectively, the "Permitted Distributions")); (b) outside made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $15,000 individually or $50,000 in the aggregate; (e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business, except as permitted by the Bankruptcy Court; ); (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1998, the Effective Date until the Closing DateCompany has not, Sellers shall not take except as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining Financial Statements or notes thereto and except for certain bonuses paid in cash and capital stock approved by Global and except for the consent repayment of Buyer (which shall not be unreasonably withheld or delayed)the Funded Indebtedness, the sale of the Phoenix Business and if necessary the Bankruptcy Court: other transactions expressly provided for in this Agreement: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part Seller associated with the income of the Company); (c) made or agreed to make any Seller loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $15,000 individually or $35,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $40,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since December 31, 1998, except as permitted by disclosed on Schedule 3.8B hereto or any of the Bankruptcy Court; Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since the Effective Date until date of the Closing DateMost Recent Financial Statements, Sellers shall not take the Companies have not, except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part Sellers associated with the income of the Companies); (b) made or agreed to make any Seller loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $25,000 individually or $100,000 in the aggregate; ($250,000e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bf) make offers amended its charter or bylaws; (g) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (h) made any material change in personnelits method of management, operations, financesoperation, accounting policiesor reporting income or deductions for tax purposes; (i) made any material acquisitions, or real or personal property capital expenditures, including, without limitation, replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except as permitted by for capital expenditures or commitments therefor which do not, in the Bankruptcy Court; aggregate, exceed $25,000 individually or $100,000 in the aggregate; (gj) amend made any investment or agree to amend commitment therefor in any Person; (k) made any payment or contracted for the articles or certificate payment of incorporation any bonus or other organizational documents compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the bylaws or other governing documents ordinary course of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any and (B) wage and salary adjustments made in the ordinary course of the foregoing; Business for employees who are not officers, directors, or stockholders of the Companies; (jl) made, amended, or entered into any written employment contract or created or made any material change in any accounting methodbonus, policy stock option, pension, retirement, profit sharing or practice other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Companies' capital stock; (o) entered into any non-competition agreement; (p) made or entered into any agreement or other arrangement with any officer, director, stockholder, or Affiliate of the Companies or, other than in the Financial Statementsordinary course of business, any employee of the Companies; or (kq) terminatematerially amended, amend experienced a termination or otherwise modify received notice of actual or threatened termination or non-renewal of any Employee Benefit Plan material contract, agreement, lease, franchise or Other Plan, license to which the Companies are a party that would or could reasonably be expected to have a Material Adverse Effect; or (r) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except for amendments required to comply with applicable Legal Requirements or as requested by Buyerin the ordinary course of the Business.

Certain Actions. From Since June 30, 1998, the Effective Date until the Closing DateCompany has not, Sellers shall not take except as --------------- disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court------------- notes thereto: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part Sellers associated with the income of the Company); (c) made or agreed to make any Seller loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $25,000 individually -11- or $50,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since June 30, 1998, except as permitted by disclosed on Schedule 3.8B hereto or any of the Bankruptcy Court; ------------- Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1997, the Effective Date until Company has not, --------------- except as disclosed on Schedule 3.8A hereto or any of the Financial Statements: ------------- (a) discharged or satisfied any Material Encumbrance or paid any Material obligation or liability, absolute or contingent, other than in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the Sellers associated with the income of the Company); (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever except for employee loans and advances in the ordinary course of the Business consistent with past practices; (d) suffered or permitted any Material Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of $15,000 individually or $50,000 in the aggregate; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any Material assets (except in the ordinary course of the Business); (g) amended its charter or bylaws in any way materially adverse to Buyer; (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant that would in the aggregate be Material following the Closing Date, Sellers shall not take any of the following actions without first obtaining the consent of Buyer ; (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: (ai) amend or terminate any Assumed Contract, or enter into any new Contract involving a commitment on the part of any Seller in excess of Two Hundred Fifty Thousand Dollars ($250,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make made any material change in personnel, operations, finances, accounting policiesits method of management or operation or method of accounting; (j) made any capital expenditures that in the aggregate are Material, or real entered into commitments therefor; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal property of the Business; (c) increase compensation payable or to become payable toexpenses, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset(i) having a value wages and salaries and business expenses paid in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract except in the ordinary course of the Business or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since December 31, 1997, except as permitted disclosed on Schedule 3.8B hereto or any of the Financial ------------- Statements or as contemplated by this Agreement, there has not been (a) any Material Adverse Change with respect to the Bankruptcy Court; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller Material customers or otherwise take suppliers of the Company, or in any action relating Material assets of the Company, (b) any Material extraordinary contracts, commitments, orders or rebates outside of the course of the Business, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since June 30, 1999, neither Invisions --------------- Group nor the Effective Date until the Closing DateCompany has, Sellers shall not take except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness of any Seller Stockholder; (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever in excess of Two Hundred Fifty Thousand Dollars $10,000 in the aggregate; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $250,00010,000 individually or $50,000 in the aggregate; (e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bf) make offers amended its articles of incorporation or bylaws; (g) outside the ordinary course of business, paid or made a commitment to pay any severance or termination payment to any employees employee or consultant; (h) made any Material change in its method of management operation, accounting or reporting of income or deductions for tax purposes or any change outside the ordinary course of the Business for employment with in the Company's working capital; (i) made any Person after Closing or make Material acquisitions, made any material change Material capital expenditures, including, without limitation, replacements of equipment in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except as permitted by for capital expenditures or commitments therefor which do not, in the Bankruptcy Court; aggregate, exceed $50,000; (gj) amend made any investment or agree to amend commitment therefor in any Person; (k) made any payment or contracted for the articles or certificate payment of incorporation any bonus or other organizational documents compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the bylaws or other governing documents ordinary course of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any and (B) wage and salary adjustments made in the ordinary course of the foregoing; Business for employees who are not officers, directors, or Stockholders of Invisions Group or the Company; (jl) made, amended or entered into any written employment contract with any officers or key employees of the Company listed on Exhibit D hereto or created or made any Material change in any accounting methodbonus, policy stock --------- option, pension, retirement, profit sharing or practice other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the Contracts scheduled in accordance with Section 3.15 of the Disclosure Schedule; (n) made or entered into any agreement granting any Person any registration or offer rights in respect of the Invisions Group or the Company's capital stock; (o) entered into any non-competition agreement restricting the Company from engaging in the Financial StatementsBusiness; or (kp) terminatemade or entered into any employment agreement or other agreement or other arrangement with any officer, amend director, Stockholder or otherwise modify Affiliate of Invisions Group or the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any Employee Benefit Plan Material contract, agreement, lease, franchise or Other Plan, except for amendments required license to comply with applicable Legal Requirements or as requested by Buyerwhich the Company is a party that could reasonably be expected to have a Material Adverse Effect.

Certain Actions. From the Effective Date until the Closing DateSince December 31, Sellers shall not take 1997, Seller has not, except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part shareholders of any Seller in excess associated with the income of Two Hundred Fifty Thousand Dollars ($250,000Seller); ; (b) made or agreed to make offers any loans or advances or guaranteed or agreed to guarantee any loans or advances to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; party whatsoever; (c) increase compensation payable suffered or permitted any Encumbrance to become payable to, make a bonus arise or severance payment to, be granted or otherwise enter into one created against or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Purchased Assets; (d) canceled, except waived, or released or agreed to provide adequate protection as is required by cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $50,000 individually or $150,000 in the Bankruptcy Court; aggregate; (e) sellsold, assignassigned, transferpledged, distribute mortgaged, or otherwise transfer transferred, or dispose suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any of any property, plant or equipment of any Seller the Purchased Assets (other than an Excluded Asset) having a value except in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Transferred Business, except as permitted by the Bankruptcy Court; ); (f) amended its charter or bylaws; (g) amend paid or agree made a commitment to amend the articles pay any severance or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating termination payment to any liquidation employee or dissolution of any Seller; consultant engaged in the Transferred Business; (h) createmade any material change in the method of management, incuroperation, assume, guarantee accounting (including in respect of Working Capital) or otherwise become liable reporting income or deductions for any liability of any other Seller, or agree to do any tax purposes in respect of the foregoing; Seller or the Transferred Business; (i) cancelmade, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Transferred Business, any material acquisitions, capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Transferred Business, or agree to entered into commitments therefor, except for capital expenditures or commitments therefor which do any of not, in the foregoing; aggregate, exceed $50,000; (j) change made any accounting method, policy investment or practice commitment therefor in the Financial Statementsany Person; or (k) terminatemade, amend with respect to the Transferred Business, any payment or otherwise modify contracted for the payment of any Employee Benefit Plan bonus or Other Planother compensation or personal expenses, except other than (A) wages and salaries and business expenses paid in the ordinary course of the Transferred Business, and (B) wage and salary adjustments made in the ordinary course of the Transferred Business for amendments required employees who are not officers, directors, or shareholders of Seller; (l) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (m) made or entered into any vendor, supply, sales, distribution, franchise, consortia or travel agency agreement which involves annual consideration (or commissions) in excess of $50,000 with respect to comply with applicable Legal Requirements or as requested by Buyer.the Transferred Business, other than in the ordinary course of business on normal commercial terms; (n) entered into any non-competition

Certain Actions. From Since June 30, 1998, the Effective Date until the Closing DateCompany has not, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: except --------------- as disclosed on Schedule 3.8A hereto: (a) amend discharged or terminate satisfied any Assumed Contract------------- Encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder; provided, however, that dividends or distributions of cash may be made subject to the part minimum cash threshold closing condition contained in Section 7.1(d); (c) -------------- made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $50,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its Certificate of Incorporation or Bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees employee or consultant other than commitments or payments in the ordinary course of business which do not, in the Business for employment with any Person after Closing or make aggregate, exceed $25,000; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $100,000; (k) made any investment or commitment to invest in any Person; (l) made any payment or contracted for the payment of any bonus, gratuity, or other compensation, other than (A) wages, salaries and bonuses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or stockholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party, except in the ordinary course of the Business; or (o) entered into any other material transactions except in the ordinary course of the Business. Since June 30, 1998, except as permitted by disclosed on Schedule 3.8B hereto, there has not been (a) any Material ------------- Adverse Change including, but not limited to, the Bankruptcy Court; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1999, the Effective Date until the Closing DateCompany has --------------- not, Sellers shall not take except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto or on Schedule 3.8: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into ------------ purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness of any Seller in excess of Two Hundred Fifty Thousand Dollars ($250,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnel, operations, finances, accounting policies, or real or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller Member (other than an Excluded Asset(i) having distributions of certain assets mutually agreed upon by the Company and Iconixx that have been delivered to the Company by its customers in lieu of a value in excess of Fifty Thousand Dollars cash payment for services as listed on Schedule 3.8, ($50,000); (fii) take any action (other than ------------ distributions for income taxes and expenses incurred in connection with the Bankruptcy Cases transactions contemplated hereby so long as no Net Working Capital Adjustment will occur and filing so long as the Sale MotionCompany retains at least the Minimum Cash as of the Closing Date and (iii) the issuances and exchange of the unit appreciation rights as described on Schedule 3.8 (collectively the "Permitted ------------ Distributions")); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance (other than the Permitted Exceptions) to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $50,000 in the aggregate; (e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (f) amended its Articles of Organization or Regulations; (g) outside the ordinary course of business, paid or made a commitment to pay any severance or termination payment to any employee or consultant; (h) made any Material change in its method of management operation, accounting or reporting of income or deductions for tax purposes or any change outside the ordinary course of the Business in the Company's working capital other than Permitted Distributions; (i) made any Material acquisitions, made any Material capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except as permitted by for capital expenditures or commitments therefor which do not, in the Bankruptcy Court; aggregate, exceed $50,000; (gj) amend made any investment or agree to amend commitment therefor in any Person; (k) made any payment or contracted for the articles or certificate payment of incorporation any bonus or other organizational documents compensation or the bylaws or personal expenses, other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; than (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to wages and salaries and business expenses paid in the ordinary course of the Business, or agree to do any and (ii) wage and salary adjustments made in the ordinary course of the foregoing; Business for employees who are not officers, managers, or members of the Company; (jl) made, amended or entered into any written employment contract with any officers or key employees of the Company listed on Schedule 3.15 hereto or created or made any Material ------------- change in any accounting methodbonus, policy stock option, pension, retirement, profit sharing or practice other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the non-employee Contracts scheduled in accordance with Schedule 3.15; (n) made or entered into any agreement granting any Person ------------- any registration or offer rights in respect of the Company's units; (o) entered into any non-competition agreement restricting the Company from engaging in the Financial StatementsBusiness; or (kp) terminatemade or entered into any employment agreement or other agreement or other arrangement with any officer, amend manager, member or otherwise modify Affiliate of the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non- renewal of any Employee Benefit Plan Material contract, agreement, lease, franchise or Other Plan, except for amendments required license to comply with applicable Legal Requirements which the Company is a party that would or as requested by Buyercould reasonably be expected to have a Material Adverse Effect.

Certain Actions. From Since July 31, 1998, the Effective Date until the Closing DateCompany has not, Sellers shall not take --- --------------- except as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements ------------- or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part Sellers associated with the income of the Company); (c) made or agreed to make any Seller loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $15,000 individually or $35,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $40,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since July 31, 1998, except as permitted by disclosed on Schedule 3.8B hereto or ------------- any of the Bankruptcy Court; Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From the Effective Date until the Closing Date, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: (a) amend Each DF Participant agrees and consents that except as explicitly provided in Article 5 and Section 2.08, without notice to or terminate assent by any Assumed ContractDF Participant the Participating Banks, in their sole and absolute discretion and without any duty or responsibility to the DF Participants (notwithstanding their junior priority with respect to certain payments): (i) may agree that the obligations and liabilities of the Company or any Subsidiary party to the Credit Agreement or any other Financing Documents, or enter into the rights of the Lender Parties, from time to time, in whole or in part, shall be renewed, extended, modified, amended, restated, accelerated, compromised, supplemented, terminated, sold, exchanged, waived or released (and in particular may determine whether the conditions precedent to their obligations to make New Revolving Loans or any new Contract involving a commitment on other Revolving Loans have been met or should be waived or agree to change the part rate of or date for payment of any Seller in excess of Two Hundred Fifty Thousand Dollars ($250,000interest or Facility Fees or agree to extend or otherwise modify Waiver No. 5); (bii) make offers may (or direct or allow the Administrative Agent or Collateral Agent to) exchange, release or surrender any Collateral to the Company or any employees other Person, waive, release or subordinate any security interest, obtain a guaranty of any person or a security interest in or mortgage or other encumbrance on any additional property as collateral for any obligations of the Business for employment with any Person after Closing or make any material change Company, in personnel, operations, finances, accounting policies, or real or personal property of the Businesseach case as they in their sole discretion may elect; (ciii) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to may apply amounts paid by the Retention Plan Company or any other plan approved by Person or otherwise realized to such portion of the Bankruptcy Court (and Sellers' pre-petition bank lenders)Bank Debt as they elect; (div) createmay (or direct or allow the Administrative Agent or the Collateral Agent to) exercise or refrain from exercising any right, assume remedy or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required power granted by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the BusinessCredit Agreement, except as permitted by the Bankruptcy Court; (g) amend or agree to amend the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable Financing Documents or any similar Asset or right with respect to the Business, or agree to do any of the foregoingother agreements relating thereto; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since December 31, 1999, the Effective Date until the Closing DateCompany has --------------- not, Sellers shall not take except as disclosed on any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend paid or terminate declared any Assumed Contractdividends or distributions, or enter into any new Contract involving a commitment on the part of any Seller in excess of Two Hundred Fifty Thousand Dollars ($250,000); (b) make offers to any employees of the Business for employment with any Person after Closing or make any material change in personnelpurchased, operationsredeemed, finances, accounting policiesacquired, or real retired any stock or personal property of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan indebtedness or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller Stockholder (other than an Excluded Assetdistributions (i) having of certain assets mutually agreed upon by the Company and Iconixx that have been delivered to the Company by its customers in lieu of a value in excess cash payment for services as listed on Section 3.8 of Fifty Thousand Dollars the Disclosure Schedule ----------- ------------------- and ($50,000ii) for income taxes for tax periods ending on or prior to closing with respect to the Company or its Stockholders (excluding tax subject to reimbursement pursuant to Section 6.5(c); (f) take any action (other than and expenses incurred in connection with the Bankruptcy Cases and filing transactions contemplated hereby so long as no Net Working Capital Adjustment will occur as of the Sale MotionClosing Date (collectively the "Permitted Distributions")); (b) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (c) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (d) canceled, waived, or released or agreed to cancel, waive, or release any of its debts, rights, or claims against third parties in excess of $10,000 individually or $50,000 in the aggregate; (e) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any Material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); (f) amended its certificate of incorporation or bylaws; (g) outside the ordinary course of business, paid or made a commitment to pay any severance or termination payment to any employee or consultant; (h) made any Material change in its method of management operation, accounting or reporting of income or deductions for tax purposes or any change outside the ordinary course of the Business in the Company's working capital other than Permitted Distributions; (i) made any Material acquisitions, made any Material capital expenditures, including, without limitation, replacements of equipment in the ordinary course of the Business, or entered into commitments therefor, except as permitted by for capital expenditures or commitments therefor which do not, in the Bankruptcy Court; aggregate, exceed $50,000; (gj) amend made any investment or agree to amend commitment therefor in any Person; (k) made any payment or contracted for the articles or certificate payment of incorporation any bonus or other organizational documents compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the bylaws or other governing documents ordinary course of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Seller, or agree to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any and (B) wage and salary adjustments made in the ordinary course of the foregoing; Business for employees who are not officers, directors, or Stockholders of the Company; (jl) made, amended or entered into any written employment contract with any officers or key employees of the Company listed on Schedule 3.8 hereto or created or made any ------------ Material change in any accounting methodbonus, policy stock option, pension, retirement, profit sharing or practice other employee benefit plan or arrangement; (m) made or entered into any Contract greater than the smallest of the Contracts scheduled in accordance with Schedule 3.15; (n) made or entered into any agreement granting any Person any ------------- registration or offer rights in respect of the Company's capital stock; (o) entered into any non-competition agreement restricting the Company from engaging in the Financial StatementsBusiness; or (kp) terminatemade or entered into any employment agreement or other agreement or other arrangement with any officer, amend director, Stockholder or otherwise modify Affiliate of the Company; or (q) amended, experienced a termination or received notice of actual or threatened termination or non-renewal of any Employee Benefit Plan Material contract, agreement, lease, franchise or Other Plan, except for amendments required license to comply with applicable Legal Requirements which the Company is a party that would or as requested by Buyercould reasonably be expected to have a Material Adverse Effect.

Certain Actions. From Since July 31, 1996, the Effective Date until the Closing DateCompany has not, Sellers shall not take --------------- except as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements ------------- or delayed), and if necessary the Bankruptcy Court: notes thereto: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on the part stock or indebtedness from any stockholder; (c) made or agreed to make any loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) cancelled, waived, or released or agreed to cancel, waive, or release any Seller of its debts, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $10,000 individually or $25,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $50,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (A) wages and salaries and business expenses paid in the ordinary course of the Business, and (B) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since July 31, 1996, except as permitted by disclosed on Schedule 3.8B hereto or ------------- any of the Bankruptcy Court; Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From Since June 30, 1998, the Effective Date until the Closing DateCompany has not, Sellers shall not take except --------------- as disclosed on Schedule 3.8A hereto or any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld Financial Statements or delayed), and if necessary the Bankruptcy Courtnotes ------------- thereto: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of the Business; (b) paid or declared any dividends or distributions, or enter into purchased, redeemed, acquired, or retired any new Contract involving a commitment on stock or indebtedness from any stockholder (other than distributions to pay estimated income taxes of the part Sellers associated with the income of the Company); (c) made or agreed to make any Seller loans or advances or guaranteed or agreed to guarantee any loans or advances to any party whatsoever; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties in excess of Two Hundred Fifty Thousand Dollars $15,000 individually or $35,000 in the aggregate; ($250,000f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (whether or not covered by insurance) to, any assets (except in the ordinary course of the Business); ; (bg) make offers amended its charter or bylaws; (h) paid or made a commitment to pay any severance or termination payment to any employees of the Business for employment with any Person after Closing employee or make consultant; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except for capital expenditures or commitments therefor which do not, in the aggregate, exceed $40,000; (k) made any investment or commitment therefor in any Person; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, other than (i) wages and salaries and business expenses paid in the ordinary course of the Business, and (ii) wage and salary adjustments made in the ordinary course of the Business for employees who are not officers, directors, or shareholders of the Company; (m) made, amended, or entered into any written employment contract or created or made any material change in any bonus, stock option, pension, retirement, profit sharing or other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any material contract, agreement, lease, franchise or license to which the Company is a party that would or could reasonably be expected to have a Material Adverse Effect, except in the ordinary course of the Business; or (o) entered into any other material transactions that would or could reasonably be expected to have a Material Adverse Effect except in the ordinary course of the Business. Since June 30, 1998, except as permitted by disclosed on Schedule 3.8B hereto or ------------- any of the Bankruptcy Court; Financial Statements or notes thereto, there has not been (ga) amend or agree to amend any Material Adverse Change including, but not limited to, the articles or certificate of incorporation or other organizational documents or the bylaws or other governing documents loss of any Seller material customers or otherwise take suppliers of the Company, or in any action relating material assets of the Company, (b) any extraordinary contracts, commitments, orders or rebates, (c) any strike, material slowdown, or demand for recognition by a labor organization by or with respect to any liquidation of the employees of the Company, or dissolution (d) any shutdown, material slow-down, or cessation of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability of any other Sellermaterial operations conducted by, or agree constituting part of, the Company, nor has the Company agreed to do any of the foregoing; (i) cancel, forgive, release, discharge or waive any receivable or any similar Asset or right with respect to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyer.

Certain Actions. From the Effective Date until the Closing Since Basic Warranty Date, Sellers shall not take any of the following actions without first obtaining the consent of Buyer (which shall not be unreasonably withheld or delayed), and if necessary the Bankruptcy Court: Company has not: (a) amend discharged or terminate satisfied any Assumed ContractEncumbrance or paid any obligation or Liability, absolute or enter into contingent, other than current Liabilities incurred and paid in the ordinary course of the Business or incurred any new Contract involving a commitment on Liability other than Liabilities incurred in the part ordinary course of any Seller in excess of Two Hundred Fifty Thousand Dollars ($250,000); the Business; (b) paid or declared any dividends or distributions, or purchased, redeemed, acquired, or retired any stock from any shareholder; (c) made or agreed to make offers any loans or advances or guaranteed or agreed to guarantee any loans or advances to any employees Person; (d) suffered or permitted any Encumbrance other than Permitted Exceptions to arise or be granted or created against or upon any of its material assets, real or personal, tangible or intangible; (e) canceled, waived, or released or agreed to cancel, waive, or release any of its receivables, rights, or claims against third parties; (f) sold, assigned, pledged, mortgaged, or otherwise transferred, or suffered any material damage, destruction, or loss (not covered by insurance) to, any assets; (g) amended its by-laws (Estatutos); (h) paid or made a commitment to pay any severance or termination payment to any employee or consultant outside the Business for employment with any Person after Closing or make ordinary course of business; (i) made any material change in personnelits method of management or operation or method of accounting; (j) made any capital expenditures, operationsincluding, financeswithout limitation, accounting policies, or real or personal property replacements of the Business; (c) increase compensation payable or to become payable to, make a bonus or severance payment to, or otherwise enter into one or more bonus or severance agreements with, any employee or agent of any Seller except pursuant to the Retention Plan or any other plan approved by the Bankruptcy Court (and Sellers' pre-petition bank lenders); (d) create, assume or permit to exist any new Encumbrance upon any of the Assets, except to provide adequate protection as is required by the Bankruptcy Court; (e) sell, assign, transfer, distribute or otherwise transfer or dispose of any property, plant or equipment of any Seller (other than an Excluded Asset) having a value in excess of Fifty Thousand Dollars ($50,000); (f) take any action (other than in connection with the Bankruptcy Cases and filing the Sale Motion) outside the ordinary course of the Business, or entered into commitments therefor, except as permitted by for capital expenditures or commitments therefor which do not, in the Bankruptcy Court; aggregate, exceed US$50,000; (gk) amend made any investment or agree to amend commitment therefor in any Person, except in the articles ordinary course of business, or certificate merged or consolidated with any other Person or acquired a material amount of incorporation or other organizational documents or the bylaws or other governing documents of any Seller or otherwise take any action relating to any liquidation or dissolution of any Seller; (h) create, incur, assume, guarantee or otherwise become liable for any liability assets of any other SellerPerson; (l) made any payment or contracted for the payment of any bonus or other compensation or personal expenses, or agree to do any of the foregoing; other than (i) cancelwages and salaries and business expenses paid in the ordinary course of the Business and (ii) wage and salary adjustments made in the ordinary course of the Business; (m) made, forgiveamended, releaseor entered into any written employment contract or created or made any material change in any bonus, discharge stock option, pension, retirement, profit sharing or waive other employee benefit plan or arrangement; (n) materially amended or experienced a termination of any receivable Contract, agreement, lease, franchise or license to which the Company is a party or any similar Asset material term thereof; (o) made a Tax election that would have a Material Adverse Effect; or right with respect (p) entered into any other material transactions that would or could reasonably be expected to the Business, or agree to do any of the foregoing; (j) change any accounting method, policy or practice in the Financial Statements; or (k) terminate, amend or otherwise modify any Employee Benefit Plan or Other Plan, except for amendments required to comply with applicable Legal Requirements or as requested by Buyerhave a Material Adverse Effect.