Common use of Changes, Dividends, etc Clause in Contracts

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31, 1997 neither Harmony nor any Subsidiary has: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiary; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiary; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xii) agreed to do any of the foregoing other than pursuant to this Agreement. There has not been any material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary since March 31, 1997.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreementagreement, since March December 31, 1997 neither Harmony nor any Subsidiary has1998, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) except for distributions made with respect to the Senior Convertible Preferred Stock (as that term is defined in Section 4.15(a) hereof), declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities (other than shares issued upon exercise of warrants or options that were outstanding as of December 31, 1998) or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this agreement; (x) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, other than normal compensation adjustments and bonuses and adjustments and bonuses made in the ordinary course of business consistent with industry custom and practices; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, prospects, results of operations or business of Harmony or any Subsidiary the Company since March December 31, 19971998.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreementagreement, since March December 31, 1997 neither Harmony nor any Subsidiary has2000, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiaryhave a Material Adverse Effect; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) except for distributions made to certain stockholders of the Company as specifically described in the SEC Documents (as such term is defined in Section 4.6 hereof), declared or made any payment to or distribution to its Stockholders stockholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiaryresulting in a Material Adverse Effect; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities (other than shares issued upon exercise of warrants or options that were outstanding as of December 31, 2000) or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this agreement; (x) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, other than normal compensation adjustments and bonuses and adjustments and bonuses made in the ordinary course of business consistent with industry custom and practices; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, prospects, results of operations or business of Harmony or any Subsidiary the Company since March December 31, 19972000.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to ----------------------- this Agreement, since March 31the date of the Company's most recent financial statements contained in the Company's SEC Reports, 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony the Company since the date of the Company's most recent financial statements contained in the Company's SEC Reports or any Subsidiary since March 31, 1997most recent draft delivered to the Investor.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March December 31, 1997 neither Harmony nor any Subsidiary hasthe Company has not: (ia) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (iib) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iiic) declared or made any payment to or distribution to its Stockholders stockholders as such, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (ivd) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ve) sold, transferred or leased any of its assets except in the ordinary course of business; (vif) increased the compensation payable to any of its officers or other employees, consultants or representatives by greater than $10,000; (g) canceled or compromised any debt or claim, or waived or released any right of material value; (h) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (viii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: (ixj) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: ; (xk) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xiil) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March December 31, 1997.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31, 1997 neither Harmony nor any Subsidiary hasthe Balance Sheet Date the Company has not: (ia) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (iib) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iiic) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (ivd) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ve) sold, transferred or leased any of its assets except in the ordinary course of business; (vif) cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (viih) entered into any transaction other than in the ordinary course of business; (viiii) encountered any labor difficulties or labor union organizing activities: ; (ixj) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: thereto other than as contemplated by this Agreement; (xk) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xil) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xiim) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31, 1997the Balance Sheet Date.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March August 31, 1997 neither Harmony nor any Subsidiary has1999, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (x) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March August 31, 19971999.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31, 1997 neither Harmony nor any Subsidiary has1997, the Company has not: (ia) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (iib) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iiic) declared or made any payment to or distribution to its Stockholders stockholders as such, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (ivd) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ve) sold, transferred or leased any of its assets except in the ordinary course of business; (vif) increased the compensation payable to any of its officers or other employees, consultants or representatives by greater than $10,000; (g) cancelled or compromised any debt or claim, or waived or released any right of material value; (h) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (viii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: (ixj) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: ; (xk) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xiil) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31, 1997.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to ----------------------- this Agreement, since March 31the date of the Company's most recent financial statements contained in the Company's SEC Reports , 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this agreement; (x) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31, 1997the date of the Company's most recent financial statements contained in the Company's SEC Reports.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31the date of the most recent financial statements of the Company provided to Investors, 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased used or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ixviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions other than to employees, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xiix) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31, 1997the date of the most recent financial statements of the Company provided to the Investors.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31the date of the most recent financial statements of the Company provided to Investors, 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased used or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ixviii) except as set forth on Schedule 3(n), issued or sold any shares of capital stock or other securities or granted any optionsoptions other than to employees, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xiix) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31, 1997the date of the most recent financial statements of the Company provided to the Investors.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31, 1997 the Balance Sheet Date neither Harmony the Company nor any Subsidiary has: (ia) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiaryhave a Material Adverse Effect; (iib) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iiic) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (ivd) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ve) sold, transferred or leased any of its assets except in the ordinary course of business; (vif) canceled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarywhich will have a Material Adverse Effect; (viih) entered into any transaction other than in the ordinary course of business; (viiii) encountered any labor difficulties or labor union organizing activities: ; (ixj) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: thereto other than as contemplated by this Agreement; (xk) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xil) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directorsdirectors other than increases in compensation or benefits to employees in the ordinary course of business; or (xiim) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company and the Subsidiaries taken as a whole since March 31, 1997the Balance Sheet Date.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to ------------------------- this Agreement, since March 31the date of the Company's most recent financial statements contained in the Company's SEC Reports, 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this agreement; (x) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony the Company since the date of the Company's most recent financial statements contained in the Company's SEC Reports or any Subsidiary since March 31, 1997most resent draft delivered to the Lead Investor.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in on Schedule 4.5 attached to this Agreement2.9, since March December 31, 1997 neither Harmony nor any Subsidiary has: 1994, (i) incurred neither the Company nor any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiary; (ii) its Subsidiaries has paid any obligation management fee or liability other than, or discharged or satisfied any liens or encumbrances other than those securing current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to payment, loan, advance, dividend or other distribution to its Stockholders affiliates or stockholders as such, or purchased or redeemed any shares of its shares of capital stock, or obligated itself to do so; (ivii) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance neither the Company nor any of its assetsSubsidiaries has sold, tangible transferred, encumbered or intangibleleased any of its assets except in the usual and ordinary course of business, or merged or consolidated with or into any other person, firm or entity; (iii) neither the Company nor any of its. Subsidiaries has issued or sold any shares of its capital stock or other securities or granted any options or other rights with respect thereto; (iv) neither the Company nor any of its Subsidiaries has incurred any material obligation or liability except in the ordinary course of business; (v) soldthere has not been any termination, transferred discontinuation, closing or leased disposition of any material business operation of the Company or any of its assets except Subsidiaries; and (vi) there has not been any change in the ordinary course method of businessaccounting or accounting practice or policy of the Company or any of its Subsidiaries; nor, except as set forth on Schedule 2.9, has the Company or any of its Subsidiaries (viA) agreed to do any of the foregoing, other than pursuant to this Agreement, or (B) suffered any physical damage, destruction or other loss (whether or not covered by insurance) materially and adversely affecting which has had or may have a Material Adverse Effect. Except as set forth on Schedule 2.9 hereto or in the propertiesFinancial Statements, business since December 31, 1994, there has been no Material Adverse Effect, nor is the Company aware of the occurrence of any event which constitutes or prospects which would, with the giving of Harmony notice or the passage of time, constitute a default under any Subsidiary; (vii) material agreement entered into any transaction other than in by the ordinary course of business; (viii) encountered any labor difficulties Company or labor union organizing activities: (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xii) agreed to do any of the foregoing other than pursuant to this Agreement. There has not been any material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary since March 31, 1997Subsidiaries.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31the date of the Company’s most recent financial statements contained in the Company’s SEC Reports , 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony the Company since the date of the Company’s most recent financial statements contained in the Company’s SEC Reports or any Subsidiary since March 31, 1997most recent draft delivered to the Lead Investor.

Changes, Dividends, etc. Except as set forth on SCHEDULE 6.5 and except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this the Merger Agreement, since March January 31, 1997 1997, neither Harmony nor any Subsidiary NRC or the Company has: (ia) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony NRC or any Subsidiarythe Company; (iib) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iiic) declared or made any payment to or distribution to its Stockholders stockholders as such, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (ivd) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ve) sold, transferred or leased any of its assets except in the ordinary course of business; (vif) cancelled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony NRC or any Subsidiarythe Company; (viih) entered into any transaction other than in the ordinary course of business; (viiii) encountered any labor difficulties or labor union organizing activities: ; (ixj) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: thereto other than as contemplated by this Agreement or the Merger Agreement; (xk) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xil) increased the compensation payable, or to become payable, to any of its officers, directors or employees, or made any bonus payment or similar arrangement with any officers, directors or employees or increased the scope or nature of any fringe benefits provided for its employees officers, directors or directorsemployees; or (xiim) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony NRC or any Subsidiary the Company since March January 31, 1997.

Changes, Dividends, etc. Except for the transactions contemplated ----------------------- by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31the date of the Company's most recent financial statements contained in the Company's SEC Reports, 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony the Company since the date of the Company's most recent financial statements contained in the Company's SEC Reports or any Subsidiary since March 31, 1997most recent draft delivered to the Investor.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, the Acquisition Agreement or as disclosed in the Form 8-K Report, since March 31, 1997 neither Harmony nor any Subsidiary hasthe Balance Sheet Date the Company has not: (ia) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business business, which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (iib) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iiic) declared or made any payment to or distribution to its Stockholders stockholders as such, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (ivd) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (ve) sold, transferred or leased any of its assets except in the ordinary course of businessbusiness and except for the sale of the limited partnership interest in the Khan's Mongolian Barbeque restaurant operation and the real property in Roseville, Minnesota related thereto and the disposition of the Company's interest in the Fuddruckers leasehold and related restaurant equipment in ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇; (vif) canceled or compromised any debt or claim, or waived or released any right of material value; (g) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (viih) entered into any transaction other than in the ordinary course of business; (viiii) encountered any labor difficulties or labor union organizing activities: ; (ixj) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: thereto other than in accordance with the terms and conditions of the Company Stock Option Plan; (xk) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xil) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directorsdirectors other than the bonus payable to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and the annual compensation payable to the directors of the Company as provided in Section 8.9 of this Agreement; or (xiim) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31, 1997the Balance Sheet Date.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31, 1997 neither Harmony nor any Subsidiary hasthe Balance Sheet Date InfoAccess has not: (i) incurred any debts, obligations obligations, or liabilities, absolute, accrued accrued, or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in connection with the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarytransactions contemplated hereby; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders as suchshareholders, or purchased or redeemed any of its shares of capital stockstock or other securities, or obligated itself to do so; (iv) mortgaged, pledged pledged, or subjected to lien, charge, security interest interest, or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) cancelled or compromised any material debt or claim, or waived or released any material right; (vii) suffered any material physical damage, destruction destruction, or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiary); (viiviii) entered into any transaction other than in the ordinary course of businessbusiness or in connection with the transactions contemplated hereby; (viii) encountered any labor difficulties or labor union organizing activities: (ix) issued or sold any shares of capital stock or other securities securities, except in connection with the exercise of options or warrants outstanding as of the Balance Sheet Date, or granted any options, warrants warrants, or other purchase rights with respect thereto: ; (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors employees or employeesdirectors, or made any bonus payment or similar arrangement with any employees or directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; (xii) entered into any foreign exchange contracts or any other hedging arrangements; or (xiixiii) agreed to do any of the foregoing other than pursuant to this AgreementAgreement except as disclosed on Schedule 5.1(o). There Since the Balance Sheet Date, the business of InfoAccess has not been any carried on only in the ordinary and usual course, and there has been no material adverse change in the financial condition, operations, results of operations operations, management or business of Harmony or any Subsidiary since March 31, 1997InfoAccess.

Changes, Dividends, etc. Except for the transactions ------------------------ contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31the date of the most recent financial statements of the Company provided to Investors, 1997 neither Harmony nor any Subsidiary hasthe Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased used or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ixviii) except as set forth on Schedule 3(n), issued or sold any shares of capital stock or other securities or granted any optionsoptions other than to employees, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xiix) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31, 1997the date of the most recent financial statements of the Company provided to the Investors.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March May 31, 1997 neither Harmony nor any Subsidiary has1999, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (x) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March May 31, 19971999.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as otherwise set forth in Schedule 4.5 attached to this Agreementon the DISCLOSURE SCHEDULE, since March 31, 1997 neither Harmony nor any Subsidiary has1999 (the "Balance Sheet Date") the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, than current liabilities for trade or business obligations or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: ; (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, assets; other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors directors, officers or employees, or made any bonus payment or similar arrangement with any directors of its directors, officers or employees or increased the scope or nature of any fringe benefits provided for its employees directors, officers or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary since March 31, 1997.financial

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31July 3, 1997 neither Harmony nor any Subsidiary has1999, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ixviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xix) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (xiixi) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There Except as otherwise disclosed in the Offering Materials, there has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31July 3, 19971999.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March December 31, 1997 neither Harmony nor any Subsidiary has1999, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ixviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xix) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (xiixi) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There Except as otherwise disclosed in the Offering Materials, there has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March December 31, 19971999.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreementagreement, since March 31, 1997 neither Harmony nor any Subsidiary has1998, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities (other than shares issued to Chronimed, Inc. pursuant to the Termination Agreement dated June 27, 1997 between the Company and Chronimed, Inc. and shares issued upon exercise of warrants or options that were outstanding as of March 31, 1998) or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this agreement; (x) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, other than normal compensation adjustments and bonuses; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, prospects, results of operations or business of Harmony or any Subsidiary the Company since March 31, 19971998.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31June 8, 1997 neither Harmony nor any Subsidiary has1999 the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: ; (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, assets; other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors directors, officers or employees, or made any bonus payment or similar arrangement with any directors of its directors, officers or employees or increased the scope or nature of any fringe benefits provided for its employees directors, officers or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of or operations or business of Harmony or any Subsidiary the company since March 31June 8, 19971999.

Changes, Dividends, etc. Except for Since the transactions contemplated by this Agreement and date of the Issuer’s most recent financial statements, except as set forth described in Schedule 4.5 attached to this Agreement3.1(n) or in the SEC Filings, since March 31, 1997 neither Harmony nor any Subsidiary hasthe Issuer has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Issuer; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business or prospects of Harmony or any Subsidiarythe Issuer; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this agreement; (x) made any acquisition or disposition of any material assets or become involved in any other material transaction, other than for fair value in the ordinary course of business; (xi) increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any of its directors or employees or increased the scope or nature of any fringe benefits provided for its employees directors or directorsemployees; or (xii) agreed to do any of the foregoing other than pursuant to this Agreement. There has not been any material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary since March 31, 1997hereto.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31April 3, 1997 neither Harmony nor any Subsidiary has1999, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ixviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xix) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (xiixi) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31April 3, 19971999.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement and except as set forth in Schedule 4.5 attached to this Agreement, since March 31September 30, 1997 neither Harmony nor any Subsidiary has2000, the Company has not: (i) incurred any debts, obligations or liabilities, absolute, accrued or contingent and whether due or to become due, except current liabilities incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiarythe Company; (ii) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of business; (iii) declared or made any payment to or distribution to its Stockholders shareholders as such, or purchased or redeemed any of its shares of capital stock, or obligated itself to do so; (iv) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assets, tangible or intangible, except in the ordinary course of business; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vi) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the tangible properties, business or prospects of Harmony or any Subsidiarythe Company; (vii) entered into any transaction other than in the ordinary course of business; (viii) encountered any labor difficulties or labor union organizing activities: ; (ixviii) issued or sold any shares of capital stock or other securities or granted any optionsoptions (other than to employees), warrants warrants, or other purchase rights with respect thereto: thereto other than pursuant to this Agreement; (xix) made any acquisition or disposition of any material assets or become became involved in any other material transaction, other than for fair value in the ordinary course of business; (xix) materially increased the compensation payable, or to become payable, to any of its directors or employees, or made any bonus payment or similar arrangement with any directors or employees or increased the scope or nature of any fringe benefits provided for of its employees or directors; or (xiixi) agreed to do any of the foregoing other than pursuant to this Agreementhereto. There Except as otherwise disclosed in the Offering Materials, there has not been any no material adverse change in the financial condition, operations, results of operations or business of Harmony or any Subsidiary the Company since March 31September 30, 19972000.

Changes, Dividends, etc. Except for the transactions contemplated by this Agreement or as disclosed in Section 5.1(n) of the FNS Disclosure Schedule, and except for the use of all available cash of FNS as set forth in Schedule 4.5 attached to this Agreement, since March of May 31, 1997 neither Harmony nor any Subsidiary hasto repay the Intercompany Obligations since the Balance Sheet Date, FNS has not: (ia) incurred or guaranteed any debts, obligations or liabilities, absolute, accrued or contingent contingent, and whether due or to become due, or suffered any bad debt, or other reserve increase, except obligations incurred under contracts and current liabilities liabilities, each as incurred in the ordinary course of business which (individually or in the aggregate) will not materially and adversely affect the business, properties or prospects of Harmony or any Subsidiaryconsistent with past practice; (iib) paid any obligation or liability other than, or discharged or satisfied any liens or encumbrances other than those securing securing, current liabilities, in each case in the ordinary course of businessbusiness and consistent with past practice, and except for a trade of assets of equal or greater value; (iiic) declared or made any payment to direct or indirect payment, set aside, or distribution to its Stockholders as suchshareholders, or purchased directly or indirectly purchased, acquired or redeemed any of its shares of its capital stockstock or other securities, or obligated itself to do so; (ivd) mortgaged, pledged or subjected to lien, charge, security interest or other encumbrance any of its assetsproperty or assets (tangible or intangible, real, personal or mixed); (e) sold, leased, transferred, or otherwise disposed of any of its properties or assets (real, personal or mixed, tangible or intangible), except in transactions in the ordinary course of business and consistent with past practice and which in any event do not exceed $50,000 in the aggregate; (f) canceled or compromised any debt or claim, or waived or released any right of material value other than transactions in the ordinary course of business consistent with past practice; (g) accelerated payments of its receivables or delayed its payables, except in the ordinary course of businessbusiness and consistent with past practice; (v) sold, transferred or leased any of its assets except in the ordinary course of business; (vih) suffered any physical damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties, business which has had or prospects of Harmony or any Subsidiarymay have a material adverse effect; (viii) entered into any transaction other than in the ordinary course of business; (viiij) encountered any labor difficulties made aggregate capital expenditures and commitments in excess of $500,000 for additions to property or labor union organizing activities: equipment; (ix) issued or sold any shares of capital stock or other securities or granted any options, warrants or other purchase rights with respect thereto: (xk) made any acquisition or disposition of any material assets or become involved change in any other material transaction, other than for fair value in "employee benefit plan" of the ordinary course type required to be disclosed on Section 5.1(j) of businessthe FNS Disclosure Schedule; (xil) increased the compensation payable, or to become payable, to any of its directors employees or employeesdirectors, or made any bonus payment or similar arrangement with any employees or directors or employees or increased the scope or nature of any fringe benefits provided for its employees or directors, in each case other than in the ordinary course of business consistent with past practice; (m) entered into or amended any agreement or arrangement with any of the FNS Shareholders or any of their affiliates; or (xiin) agreed agreed, whether in writing or otherwise, to do any of the foregoing other than pursuant to this Agreementhereto. There Since the Balance Sheet Date, (i) FNS has not compromised, accelerated payment of or factored its accounts receivable or delayed payment of its accounts payable, in either case except in the ordinary course of business and consistent with past practice or (ii) there has been any no material adverse change in the financial condition, operations, or results of operations or business of Harmony or any Subsidiary since March 31, 1997FNS.