Common use of Conditions to Buyer’s Obligations Clause in Contracts

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's ’s obligation to purchase pay the Securities Purchase Price, and to accept title to the Property, shall be subject to compliance by Seller with the following conditions precedent on and as of the Closing Date pursuant to this Agreement is conditioned upondate of Closing: A. Delivery by the Company (a) Possession of the Debenture, the Conversion Warrant Property shall be delivered to Buyer free and the clear of all tenancies and other Agreements (I/N/O Buyer or I/N/O Buyer's nominee)occupancies except as provided in this Agreement; B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate b) Seller shall deliver to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects Buyer on or before the Closing Date the items set forth in Section 10 above; (c) Buyer shall receive from the Title Insurer or any other title insurer approved by Buyer in its judgment and discretion, a current ALTA owner’s form of all covenants title insurance policy, or irrevocable and agreements unconditional binder to issue the same, with extended coverage for the Real Property in the amount of the Company Purchase Price, dated, or updated to, the date of the Closing, insuring, or committing to insure, at its ordinary premium rates Buyer’s good and marketable title in fee simple to the Real Property and otherwise in such form and with such endorsements as provided in the title commitment approved by Buyer pursuant to Section 6 hereof and subject only to the Permitted Exceptions; (d) Tenant shall be in possession of the premises demised under the Lease, open for business to the public and obligated to pay full and unabated rent under the Lease, and Tenant shall not be in default under the Lease; (e) The representations and warranties of Seller contained in this Agreement shall have been true when made and shall be true in all material respects at and as of the date of Closing as if such representations and warranties were made at and as of the Closing, and Seller shall have performed and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed or complied with by it pursuant Seller prior to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this AgreementClosing; and (f) If applicable, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement a written waiver by Tenant of its right of first refusal under the Lease with respect to the acquisition of the Property by Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting . If any of the transactions contemplated by conditions set forth in this Section 13 are not met at the time of Closing (as the same may be extended in accordance with this Agreement; G. The Company shall have obtained all consents), approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. then Buyer shall have received such additional documentsthe option (to be exercised in its sole discretion, certificatesbut not later than the time scheduled for Closing, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary so extended) either to effect a closing (i) waive the requirement for satisfaction of the matters herein contemplated; I. Delivery by unsatisfied conditions and proceed to Closing without adjustment of the Company of an enforceability opinion from its outside counsel Purchase Price, or (ii) declare this Agreement terminated in form and substance satisfactory which event the ▇▇▇▇▇▇▇ Money shall be returned to Buyer J. Reimbursement , and thereafter neither party shall have any further liability hereunder, except for any obligations which expressly survive termination of Buyer's legal fees this Agreement, or (iii) exercise its remedies under Section 9(b) above in the amount event the failure of $5,000the condition(s) precedent to be satisfied is due to Seller’s default of covenants or agreements required by this Agreement to be performed or complied with by Seller prior to or at the Closing.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on Transactions are subject to the Closing Date pursuant satisfaction (or written waiver by ▇▇▇▇▇, in its sole and absolute discretion) of the following conditions immediately prior to this Agreement is conditioned uponthe Closing: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of a) (i) the representations and warranties set forth in Article IV and Article V other than the Sellers’ Fundamental Representations (disregarding all qualifications or limitations as to “materiality”, “material adverse effect” and words of similar import set forth therein) shall be true and correct as of the Company contained in this Agreement Closing as if though made on the Closing Date as of such time (except for to the extent such representations and warranties which, by their express terms, speak as of and relate to a specified an earlier date, in which case such accuracy representations and warranties shall be measured true and correct as of such specified earlier date), in each case, except to the extent that the failure of such representations and warranties to be true and correct has not had a Material Adverse Effect and (ii) each of the Sellers’ Fundamental Representations shall be true and the performance by the Company correct in all respects on or before (other than de minimis exceptions) as of the Closing Date as though made as of such time (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all respects (other than de minimis exceptions) as of such earlier date); (b) each Seller shall have performed and complied with in all material respects all of the covenants and agreements of the Company required to be performed or complied with by it pursuant to under this Agreement on or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. There not having occurred (c) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Order or other Law which is in effect and has the effect of (i) any general suspension of trading in, making the Transactions illegal or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) otherwise enjoining, restraining or prohibiting the declaration consummation of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereofsuch Transactions; D. There not having occurred (d) all waiting periods (and any event or developmentextensions thereof) applicable to the Transactions under the HSR Act, and any commitment to, or agreement with, any Governmental Authority to delay the consummation of, or not to consummate before a certain date, the Transactions, shall have expired or been terminated; (e) since the Execution Date, there being in existence no condition, having or which reasonably shall not have occurred and foreseeably could have be continuing a Material Adverse Effect; E. The Company (f) each Seller shall have delivered to Buyer reimbursement a certificate signed by an officer of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Lawsuch Seller, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any dated as of the transactions contemplated by this Agreement;Closing Date, certifying that, with respect to such Seller, the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(e) have been satisfied; and G. The Company (g) the Assignment and Assumption Agreement shall have obtained all consents, approvals or waivers from governmental authorities been duly executed by each Seller and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory been delivered to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase and pay for the Securities on Assets is subject to the satisfaction (or waiver by Buyer) as of the Closing Date pursuant to this Agreement is conditioned uponof the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date a) Each of the representations and warranties of the Company contained made by Seller in this Agreement shall be true and correct in all material respects when made and on and as if made on of the Closing Date (except for as though such representations and warranties which, by their express terms, speak were made on and as of Closing Date (unless such representation or warranty is made on and relate to as of a specified specific date, in which case such accuracy it shall be measured true and correct in all material respects as of such specified date), excluding, however, any inaccuracies or changes in the representations and warranties made by Seller resulting from any action, condition or matter that is (i) and the performance expressly permitted or contemplated by the Company terms of this Agreement, (ii) within Buyer’s Knowledge prior to the expiration of the Due Diligence Period, or, subject to Section 3.3, prior to the Closing, or (iii) a result of events or occurrences outside of the reasonable control of Seller after the mutual execution of this Agreement. (b) Seller shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by Seller on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on Closing. (c) No order or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ injunction of any court or public administrative agency of competent jurisdiction nor any statute, rule, regulation or governmental authority restraining, enjoining or otherwise prohibiting executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect as of the transactions Closing which restrains or prohibits the transfer of the Assets or the consummation of any other transaction contemplated by this Agreement;hereby. G. (d) The Title Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for committed to issue the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;Title Policy. H. (e) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing all of the matters herein contemplated;documents required to be delivered by Seller under Section 6.2 (or such documents shall have been delivered to Escrow Agent to be held in escrow and delivered to Buyer at Closing). I. Delivery by (f) Seller shall have terminated the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Management Agreement.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective. B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel) of $30,000; F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;; and G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance I. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received 's transfer agent to reserve such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary number of shares of Common Stock equal to effect a closing at least 19.9% of the matters herein contemplated; I. Delivery by total outstanding shares of Common Stock on the Company Closing Date for issuance of an enforceability opinion from its outside counsel in form the Conversion Shares and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date pursuant to this Agreement is conditioned upon:(any one or more of which may be waived in writing at the option of Buyer): A. Delivery by the Company of the Debenture(i) The representations and warranties set forth in Sections 3.01 (Authorization; Valid and Binding Agreement), 3.03 (Ownership), 3.05 (Brokerage), 4.01 (Organization and Corporate Power; Newco), 4.05 (Capital Stock), 4.09 (Tax Matters), 4.13(d) (Employee Benefits) and 4.19 (Brokerage) (collectively, the Conversion Warrant "Fundamental Representations") shall be true and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties in the Fundamental Representations that address matters as of particular dates (which shall be true and correct in all material respects as of the applicable date); provided, however, that the Fundamental Representations that are qualified as to "material", "materiality", "in all material respects" or "Material Adverse Effect" shall be true and correct in all respects, and (ii) all other representations and warranties set forth in Articles 3 and 4 shall be true and correct in all respects at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties in such other representations and warranties that address matters as of particular dates (which shall be true and correct in all respects as of the applicable date), in each case disregarding all qualifications as to "material", "materiality", "in all material respects" or "Material Adverse Effect" (other than with respect to the representations and warranties in the first sentence of Section 4.07 (Absence of Certain Developments) and reference to the Company contained in this Agreement as if made on defined term "Material Contract") except where the Closing Date (except for failure of such other representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There so true and correct would not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation In addition to purchase the Securities on conditions set forth in Section 8.3, the obligations of Buyer to effect the Closing Date pursuant shall be subject to this Agreement is conditioned uponthe following conditions, any one or more of which may be waived in writing by Buyer: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained Seller set forth in this Agreement shall be true and correct in all material respects (i) as if of the date of this Agreement and (ii) as of the Closing Date as though made on as of the Closing Date (giving effect to the Updated Schedules), except for representations that any such representation and warranties which, by their express terms, speak warranty that is given as of a particular date or period and relate relates solely to a specified date, in which case such accuracy particular date or period shall be measured true and correct in all material respects only as of such specified datedate or period; provided, however, that with respect to any representation or warranty or portion thereof that is qualified by Material Adverse Effect, materiality or similar qualifier, such representation or warranty or portion thereof shall be true and correct in all respects; (b) Seller shall have performed and complied with in all material respects all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Seller on or prior to the Closing Date; (c) Seller shall have caused to be delivered to Buyer a certificate executed by a duly authorized officer of Seller certifying that the conditions set forth in Sections 8.1(a) and (b) have been satisfied; (d) Except as set forth on Schedule 8.1(d), Seller shall deliver to Buyer certificates as to the performance by the Company in all respects on or before the Closing Date of all covenants and agreements good standing of the Company required to be performed by it pursuant to this Agreement on or before and the Closing DateSubsidiaries in the respective jurisdictions of their organization, all of which shall be confirmed to Buyer by delivery together with a copy of the certificate Certificate of the chief executive officer Incorporation of the Company to that effectcertified by the Secretary of State of the State of New York; C. There not having occurred (ie) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case Seller shall deliver to Buyer resolutions of the foregoing existing at board of directors of Seller and the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any finance committee of the transactions contemplated board of directors of Seller, certified by this Agreement; G. The Company shall have obtained all consentsthe Secretary or Assistant Secretary of Seller, approvals or waivers from governmental authorities approving and third persons necessary for authorizing the execution, delivery and performance of this Agreement and the Documents and consummation of the transactions contemplated thereby, all without material cost hereby; (f) Seller shall deliver a certificate of the Secretary or Assistant Secretary of Seller as to the Companyincumbency of the officer executing this Agreement on behalf of Seller and the genuineness of such officer’s signature; H. (g) No event or condition shall have occurred since the date hereof which, individually or in the aggregate, has had any Material Adverse Effect; (h) Buyer shall have received an opinion from counsel to Seller, with respect to the matters set forth on Schedule 8.1(h) hereto; (i) The agreement with the City of New York, in substantially the form attached hereto as Schedule 8.1(i), shall have been executed by the parties thereto; (j) Buyer shall have received the Release from Seller; (k) Seller shall have provided Buyer with the resignations of the members of the boards of directors of the Company and the Subsidiaries resigning their respective positions as such additional documentsdirectors; (l) All authorizations, certificatesfilings, paymentnotifications, assignmentsconsents, transfers orders and approvals set forth on Schedule 5.3 other deliveries than the Excluded Consents shall, as it applicable, have been made or obtained, and shall be in full force and effect; provided, however, that any such authorization, filing, notification, consent, order or approval which requires, as a condition to its effectiveness or continued effectiveness, that Buyer (or any of its Affiliates) pay or provide any compensation or service to or at the direction of a Governmental Authority or to or at the direction of a third party other than a Governmental Authority or otherwise incur any obligation to such a Governmental Authority or its legal counsel designee or to a third party other than a Governmental Authority or such third party’s designee (other than as may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees be specifically set forth in the amount Permit, Lease, or contract at issue and except for the payment of $5,000routine filing fees), shall not be considered an authorization, filing, notification, consent, order or approval satisfying this Section 8.1(l) unless Buyer agrees in its sole and unfettered discretion to pay or provide such compensation or service or incur such obligation (or to cause or permit any of its Affiliates to pay or provide such compensation or service or incur such obligation); and (m) To the extent that an Excluded Consent has not been obtained, any authorization, filing, notification, consent, order or approval required to be made to or obtained from a Governmental Authority or a third party other than a Governmental Authority in order to terminate, on or prior to the Closing Date, the certificate of public convenience and necessity (or comparable authority) to which such Excluded Consent relates shall, as applicable, have been made or obtained and shall be in full force and effect; provided, however, that any such authorization, filing, notification, consent, order or approval which requires, as a condition to its effectiveness or continued effectiveness, that Buyer (or any of its Affiliates) pay or provide any compensation or service to or at the direction of a Governmental Authority or to or at the direction of a third party other than a Governmental Authority or otherwise incur any obligation to such a Governmental Authority or its designee or to a third party other than a Governmental Authority or such third party’s designee (other than as may be specifically set forth in the Permit, Lease, or contract at issue and except for the payment of routine filing fees), shall not be considered an authorization, filing, notification, consent, order or approval satisfying this Section 8.1(m) unless Buyer agrees in its sole and unfettered discretion to pay or provide such compensation or service or incur such obligation (or to cause or permit any of its Affiliates to pay or provide such compensation or service or incur such obligation).

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, the Conversion Warrant Certificate of Designation has been filed and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee);is effective. B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The F. Except as set forth on Schedule III.F. hereof, the Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of this Agreement and the other Documents and the transactions contemplated hereby and thereby, all without material cost to the Company;; and H. G. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. ; The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. G. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. H. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer. J. I. Reimbursement of Buyer's legal fees in the amount of $5,0002,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to All obligations of Buyer under this Agreement is conditioned uponare subject to the fulfillment at Closing of each of the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the a) Sellers' representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects at the time of Closing as if made on the Closing Date (except for though such representations and warranties whichwere made at such time; (b) Sellers shall have performed and complied with all agreements and conditions required by this Agreement to be performed or complied with by them prior to or at Closing; (c) Sellers shall make, by their express termsor cause to be made, speak as all deliveries described in Section 7.01 and Section 7.03 of and relate to a specified datethis Agreement; (d) Between March 31, in which case such accuracy shall be measured as of such specified date) 1999, and the performance by Closing, no material adverse change shall have occurred in the Company in all respects on condition of the business, any leased premises, or before the Closing Date property of all covenants the Company; (e) All equipment, inventories, leased premises, and agreements other physical elements of the property of the Company required shall be in good condition, fully usable in the ordinary course of the operation of the business, and Buyer shall be reasonably satisfied with any inspections it shall conduct or have conducted with respect to the properties of the Company, including any environmental inspections or audits; (f) Buyer shall be performed reasonably satisfied that the business has been conducted only in the ordinary course from and after March 31, 1999, through the Closing Date; (g) Buyer shall have been satisfied in its sole and reasonable discretion with the results of any physical inventory described in Section 4.01 hereof, the Good Faith Estimates described in subsection 8.01(l) hereof; and with the other asset and liability listings of the Company as of the Closing Date; (h) Buyer shall have received a certificate of search for all UCC or other liens against the assets of the Company, certified on or about the Closing Date, indicating that there are no liens or claims against such assets or the Stock other than as disclosed in the Disclosure Schedule and liens against motor vehicles owned by it pursuant the Company; (i) Buyer shall have reviewed and approved, or negotiated satisfactory terms, with respect to this Agreement the lease of each of the real estate properties subject to lease by the Company, and with respect to the leases expiring (with no additional option period) within approximately three (3) years after Closing, as appropriate, the Company shall have entered into a written lease for the leased premises in form and substance satisfactory to Buyer to become effective on or before the Closing Date, all and assignable by Buyer or the Company in the event Buyer reorganizes the Company with Buyer or with its parent or an affiliate and each lease between the Company and the Sellers or a party affiliated with the Sellers shall include a covenant whereby the Sellers or their affiliate, as the case may be, agrees that it will not lease another site in the building or property, or within an area with a radius of which fifteen (15) miles from the location of the bookstore locations now operated by the Company, for the sale of college textbooks and apparel during the term of such leases with the Company; provided, however, notwithstanding anything to the contrary contained herein, should the lease between Sellers or their affiliated party and the Company at the ▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇▇ College stores terminate or expire, Sellers or their affiliated party shall be confirmed allowed to lease such store location to another party engaged in the book or apparel business on such terms as it deems desirable. (j) Buyer by delivery of the certificate of the chief executive officer shall have entered into any employment agreements with key employees of the Company which it deems necessary, and Buyer shall be satisfied that those key employees who do not enter into employment agreements will continue to that effectbe employed with the Company after Closing; C. There (k) Buyer shall have been satisfied in its sole and reasonable discretion that the business of the Company will not having occurred be materially affected by any products, equipment or software failing to be year 2000 compatible, and further, that the costs to Buyer to become year 2000 compatible will not be material; (il) any general suspension Sellers shall deliver to Buyer unaudited statements prepared by the Company and approved by the Sellers which constitute the good faith estimate of trading inthe Company and the Sellers of the following financial statement components of the Company as of April 30 and the Closing Date; cash and cash equivalents, accounts receivable, inventory levels, accounts payable and indebtedness (the "Good Faith Estimates"). Indebtedness shall mean the sum of (A) indebtedness for borrowed money or limitation on prices listed forfor the deferred purchase price of property or services, the Common Stock on the OTCBB/Pink Sheetincluding, without limitation, notes payable, credit line borrowing and long term debt, (iiB) obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (C) accrued and unpaid taxes; (m) Sellers shall deliver to Buyer a list of all increases in compensation, commissions or perquisites payable or to become payable by the declaration of a banking moratorium or Company to any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case salaried employee of the foregoing existing at the date Company since January 1, 1999, and a list of this Agreement, a material acceleration all bonuses paid or worsening thereofpayable as described in Section 5.01(k) hereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company (n) Sellers shall have obtained all consents, approvals the consent or waivers from governmental authorities and third persons necessary for the execution, delivery and performance approval of the Documents and third parties identified on the transactions contemplated thereby, all without material cost Disclosure Schedule related to the Companydefaults identified under Sections 5.01 hereof; H. (o) Sellers shall deliver to Buyer a written description of actions taken by the Company out of the ordinary course of business as described in Section 5.01(k) hereof, and a written description of tax returns under extension as set forth in Section 5.01(l) hereof; and (p) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or been satisfied in its legal counsel may reasonably request and as are customary to effect a closing sole discretion with the results of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000due diligence investigations.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by are subject to the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of the conditions set forth below: (a) Seller shall have performed and complied in all material respects with all agreements required by this Agreement to be performed and complied with by it at or prior to the Closing Date and all deliveries contemplated by Section 3.2 shall have been made; (b) The representations and warranties of Seller made in Article 4 qualified as to materiality shall be true and correct, and those not so qualified shall be true and correct in all material respects, as of the Company contained in this Agreement date hereof and as if made on of the time of the Closing Date (as though made as of such time, except for to the extent such representations and warranties which, by their express terms, speak as of and expressly relate to a specified date, an earlier date (in which case such accuracy representations and warranties qualified as to materiality shall be measured true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such specified earlier date). (c) and Seller shall have obtained the performance by release of, or binding agreements to release, all Encumbrances on the Gathering Assets (other than Permitted Encumbrances), such that, at Closing, the Company in all respects on or before owns the Closing Date Gathering Assets free and clear of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing DateEncumbrances, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectother than Permitted Encumbrances; C. There not having occurred (id) any general suspension of trading inno injunction, or limitation on prices listed forwrit, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium temporary restraining order or any suspension other order of payments in respect any Governmental Entity of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or developmentcompetent jurisdiction shall have been issued , and there being in existence no conditionstatute, having rule, regulation or which reasonably and foreseeably could have executive order by a Material Adverse Effect; E. The Company Governmental Entity shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Lawbeen promulgated or enacted, orderthat restrains, rulingenjoins, judgment or writ of any court or public or governmental authority restraining, enjoining prohibits or otherwise prohibiting makes illegal any of the transactions contemplated by in this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for Agreement to be consummated at the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Closing.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer are subject to purchase the Securities on fulfillment at or prior to the Closing Date pursuant to this Agreement is conditioned uponof the following conditions: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in Article II will be true and correct in all material respects on or before as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of all covenants said date; and agreements of the Company's business and assets will not have been materially adversely affected prior to the Closing Date; and the Company will have performed all obligations and conditions in this Agreement required to be performed or observed by it pursuant or them prior to this Agreement or on or before the respective Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;. C. There not having occurred (ib) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall will have delivered to Buyer reimbursement a certificate dated as of Buyer's reasonable out-of-pocket costs the Closing Date signed by its President and expenses incurred certifying that the conditions specified in connection this Sections 5.1 have been fulfilled. (c) Buyer Nominees (previously identified to the Company as set forth in Section 4.2) will be duly elected to the Board of Directors as of the Closing Date. (d) The Company has entered into a Warrant Agreement with Buyer or its designees substantially in the transactions contemplated by this form of Exhibit A (the "Warrant Agreement;"). F. (e) There shall not be is no pending or threatened litigation in effect any Law, order, ruling, judgment or writ of any court or public any proceeding before or governmental authority restraining, enjoining by any Governmental Body against the Company or otherwise prohibiting any Buyer to restrain or prohibit or obtain damages or other relief with respect to this Agreement or the consummation of the transactions contemplated by this Agreement;hereby. G. (f) All necessary contractual and governmental consents, approvals, orders or authorizations have been obtained and all necessary contractual or governmental notices have been given. (g) The Company shall have obtained all consentshas delivered to Buyer a legal opinion of its counsel, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to BuyerBuyer and its counsel. J. Reimbursement (h) Buyer has received financing for the Purchase Price, on terms and conditions satisfactory to Buyer in its sole discretion. (i) The Company has received a customary fairness opinion from a recognized investment banking firm stating that the purchase of the Shares by Buyer pursuant to this Agreement is fair to the Company's stockholders from a financial point of view. (j) Buyer's legal fees in designee President and Chief Executive Officer shall have delivered written notice of resignation to his prior employer and shall have entered into a reasonable and customary employment agreement with the amount of $5,000Company.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, all or Buyer’s waiver thereof, which Buyer may give or withhold in its sole discretion: (a) The representations and warranties of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed forSeller, the Common Stock on Owners and the OTCBB/Pink SheetOwner Entity Shareholders contained in this Agreement and in any certificate delivered by Seller, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States Owners or any of the Owner Entity Shareholders pursuant hereto shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by a reference to materiality or to Material Adverse Effect, which representations and warranties as so qualified shall be true and correct in all respects) at and as of the Closing Date as if made at and as of the Closing Date, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller and each of the Owners shall have performed in all material respects all of its territoriesrespective covenants, protectorates agreements, conditions and obligations required to be performed and complied with by it under this Agreement prior to the Closing; (c) Seller shall have delivered to Buyer satisfactory evidence that all Indebtedness has been paid or possessions satisfied or will be satisfied at Closing by payment of the applicable portion of the Closing Payment by Buyer to creditors of Seller (iv) other than creditors owed amounts less than $5,000 individually or $50,000 in the case of aggregate) and that all Liens, other than Permitted Liens, affecting the foregoing existing at Assets have been released; (d) Between the date of this Agreementhereof and the Closing Date, a material acceleration or worsening thereof; D. There there shall not having have occurred any event Material Adverse Effect or development, and there being any development that would result in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company (e) Owners and Seller’s President shall have approved this Agreement and the transactions contemplated hereby to the extent required by Law and Seller’s certificate of formation, the Seller Operating Agreement and other applicable documents; (f) All third party consents that are required for the Seller’s consummation of the transactions contemplated hereby shall have been obtained and shall be in full force and effect; (g) There shall not be threatened, instituted or pending any action or proceeding, before any court or Governmental Entity, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Assets, or to compel Buyer or any of its subsidiaries to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (h) Buyer shall have received a fairness opinion from Duff and ▇▇▇▇▇▇ LLC, that the transaction contemplated herein is fair to the Buyer and its shareholders from a financial point of view; (i) Seller shall have delivered or caused to be delivered each of the following to Buyer: (i) the ▇▇▇▇ of Sale, Assignment and Assumption Agreement duly executed by Seller as of the Closing Date; (ii) a duly executed employment agreement between ▇▇▇▇▇ ▇▇▇▇▇▇ and Buyer substantially in the form of Exhibit C (the “Austin Employment Agreement”) and duly executed employment agreements between each of ▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ and Buyer substantially in the form of Exhibit C-1 (the “Additional Management Employment Agreements”); and (iii) certificates from each of Seller, Owners and Owner Entity Shareholders, dated the Closing Date, stating that the conditions set forth in Sections 9.01(a) and (c) have been satisfied with respect to such party; (iv) Invention Assignment Agreements duly executed by each Transferring Employee, substantially in the form of Exhibit D (collectively, the “Invention Assignment Agreements”); (v) an opinion of counsel to Seller, dated as of the Closing Date, addressed to Buyer, in a form reasonably agreed by Buyer’s counsel and Seller’s counsel; and (vi) An executed sublease substantially in the form attached hereto as Exhibit E for Seller’s facility located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ for a term of six months from the Closing Date (the “Sublease”); and (vii) Non-Competition Agreements duly executed by Seller, each Owner and each Owner Entity Shareholder, substantially in the form attached hereto as Exhibit F. (viii) Duly executed Investment Letters from each of the Owner Entity Shareholders in a form reasonably agreed by the parties. (j) ProfitMark and HMTS shall have delivered to Buyer reimbursement a ▇▇▇▇ of Buyer's reasonable out-of-pocket costs Sale, Assignment and expenses incurred Assumption Agreement transferring to Buyer all of their respective rights and interests in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees assets used in the amount of $5,000Business.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to the Buyer or his designated agent of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company by delivery of the certificate to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably foreseeable could have a Material Adverse Effect; E. The D. Delivery by the Company shall have delivered of irrevocable instructions to Buyer reimbursement the Company's transfer agent to reserve 11,500,000 shares of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any Common Stock for issuance of the transactions contemplated by this Agreement;Equity Shares and the Warrant Shares; and G. E. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation ’s obligations to purchase effect the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement or in any certificate delivered pursuant hereto shall be true in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all covenants its obligations and agreements of the Company required to be performed by it pursuant prior to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by Date under this Agreement; F. There shall not be in effect any Law, (c) No temporary restraining order, ruling, judgment preliminary or writ of permanent injunction or other order issued by any court of competent jurisdiction or public other legal restraint or governmental authority restraining, enjoining or otherwise prohibiting any prohibition preventing the consummation of the transactions contemplated by this Agreement; G. The Company Agreement shall have obtained all consentsbe in effect, approvals nor shall any proceeding by any bank regulatory authority or waivers from governmental authorities and third persons necessary for the execution, delivery and performance other Governmental Authority seeking any of the Documents and foregoing be pending. Seller shall not have received any order, directive or other formal communication from any bank regulatory agency that prohibits or limits in any manner the closing of the transactions described in this Agreement. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated thereby, all without material cost to by this Agreement which makes the Companyconsummation of such transaction illegal; H. (d) All necessary regulatory approvals, consents, authorizations and other approvals required by law or Contract for consummation of the transactions contemplated by this Agreement shall have been obtained on terms reasonably acceptable to Buyer, and all waiting periods required by law shall have expired; (e) Buyer shall have received such additional documentsa title insurance policy commitment for the Real Property, certificatesin all form, paymentamount, assignments, transfers sufficiency and other deliveries substance as it or its legal counsel may reasonably request and as are customary satisfactory to effect a closing of the matters herein contemplatedBuyer; I. Delivery by (f) Buyer shall have received all documents required to be received from Seller on or prior to the Company of an enforceability opinion from its outside counsel Closing Date, all in form and substance reasonably satisfactory to Buyer; and J. Reimbursement of Buyer's legal fees (g) There shall not have been a Material Adverse Change in the amount business, operations, properties, assets, including the Assets or condition (financial or otherwise) of $5,000the Branch Office. For purposes herein, a “Material Adverse Change” shall mean, with respect to the Branch Office or the Assets, any effect or change that is material and adverse to the business, operations, properties, assets or condition (financial or otherwise) of the Branch Office; provided, however, that changes in general economic conditions and/or conditions that affect the banking industry generally, and changes attributable to the transactions contemplated in this Agreement shall not constitute a “Material Adverse Change.”

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, all of which : (a) The representations and warranties set forth in Article 2 shall be confirmed to Buyer by delivery true and correct at and as of the certificate of Closing Date as though then made and as though the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at Closing Date had been substituted for the date of this AgreementAgreement throughout such representations and warranties (without taking into account any disclosures by the Company of discoveries, events or occurrences arising on or after the date hereof), except that any such representation or warranty made as of a material acceleration or worsening thereofspecified date (other than the date hereof) shall only need to have been true on and as of such date; D. There (b) The Company shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing; (c) Each Company Shareholder entitled to vote on the matter shall have approved the transactions contemplated hereby; (d) The Company shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not having occurred constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any event encumbrance on any of the Company's assets pursuant to the provisions of, any agreement, arrangement or developmentundertaking of or affecting the Company or any license, and there being in existence no conditionfranchise or permit of or affecting the Company, having or which except where any failure to do so could not reasonably and foreseeably could be expected to have a Material Adverse Effect; E. The (e) All material governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby will have been duly made and obtained; (f) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the business or assets of the Company, or to compel Buyer or any of its subsidiaries or the Company to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries or of the Company, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the Related Agreements, or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal or state court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.01(f); (h) Each of the Company Shareholders shall have signed a lock-up agreement preventing it, him or her from selling any Buyer Common Shares or securities convertible into or exercisable for Buyer Common Shares between the date hereof and the Effective Time and preventing him thereafter from selling more than 25% in the aggregate of the Buyer Preferred Shares received by it, him or her as a part of the Merger Consideration, or more than 25% in the aggregate of the Buyer Common Shares issuable upon conversion of such Buyer Preferred Shares, for one year after the Effective Time and providing further that any Buyer Common Shares sold by any such person shall be shares that are obtained by such person after the Effective Time upon the exercise of options or warrants of the Company. (i) Buyer shall have received from counsel for the Company a written opinion, dated as of the Closing Date, addressed to Buyer and in form and substance substantially as set forth in EXHIBIT F; (j) Buyer shall have received the agreement of LegacyMaker to indemnify and hold Buyer harmless from and against any and all losses or liabilities from and after the Effective Time through the expiration of any relevant statute of limitations and related to or arising out of any breach by the Company of its representations, warranties or covenants, as the same shall be evidenced in an indemnification agreement, in form and substance substantially as set forth in EXHIBIT G, to be executed and delivered into escrow at Closing by LegacyMaker (the "LEGACYMAKER INDEMNIFICATION AGREEMENT"); (k) On the Closing Date, the Company shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: (i) A certificate of the President of the Company, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and expenses incurred in connection with the transactions contemplated by this Agreement(b) above have been satisfied; F. There shall (ii) copies of the third party and governmental consents and approvals referred to in subsections (d) and (e) above; (iii) a copy of the Certificate of Incorporation of the Company, certified by the Secretary of State of the State of Delaware, and a Certificate of Good Standing from the Secretary of State of the State of Delaware evidencing the good standing of the Company in such state; (iv) a copy of the Bylaws of the Company, along with a certificate executed on behalf of the Company by its corporate secretary certifying to Buyer that such copy is a true, correct and complete copy of such bylaws and that such bylaws were duly adopted and have not be in effect any Lawbeen amended or rescinded; (v) an executed copy of each of the Related Agreements; (vi) a copy of the text of the resolutions adopted by the Board of Directors and Company Shareholders entitled to vote on the matter authorizing the execution, order, ruling, judgment or writ delivery and performance of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any this Agreement and the consummation of all of the transactions contemplated by this Agreement, along with a certificate executed on behalf of the Company by its corporate secretary certifying to Buyer that such copies are true, correct and complete copies of such resolutions and that such resolutions were duly adopted and have not been amended or rescinded; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance (vii) an incumbency certificate executed on behalf of the Documents Company by its corporate secretary certifying the signature and office of each officer executing this Agreement; and (viii) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000hereby.

Conditions to Buyer’s Obligations. The Company understands that obligation of Buyer to take the actions required to be taken by it at the Closing is subject to the satisfaction or waiver, in whole or in part, in Buyer's obligation ’s sole discretion, of each of the following conditions at or prior to purchase the Securities Closing: (a) The representations and warranties of Seller contained in this Agreement, such representations and warranties being considered collectively and individually, when read without any exception or qualification for materiality, are true and correct as of the Effective Date and shall be true and correct on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if though made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) date when made in the case of any representation or warranty which specifically relates to an earlier date), except for (a) changes or transactions therein permitted by this Agreement or resulting from any change or transaction consented to in writing by Buyer and (b) failures of representations and warranties to be true and correct which, individually or in the foregoing existing at the date of this Agreementaggregate, are not reasonably expected to have a material acceleration or worsening thereofadverse effect; D. There not having occurred any event or development, (b) Seller will have performed and there being complied with each of its agreements contained in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effectthis Agreement in all material respects; E. The Company shall (c) No Law or Governmental Order will have delivered been enacted, entered, enforced, promulgated, issued or deemed applicable to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this AgreementAgreement by any Governmental Entity that would have the effect of restraining or prohibiting the purchase and sale of the Company Shares; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any (d) The Seller will have delivered each of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documentsagreements, certificates, payment, assignments, transfers instruments and other deliveries as documents that it or its legal counsel may reasonably request is obligated to deliver pursuant to Section 2.2(b)(i), and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel such agreements so delivered will be in form full force and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.effect; and

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of BUYER to purchase consummate the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant Acquisition and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on transactions contemplated to be consummated by it at the Closing Date are subject to the satisfaction (or waiver by BUYER) at or prior to the Effective Time (or at such other time prior thereto as may be expressly provided in this Agreement) of each of the following conditions: (a) Holders of not more than five percent (5%) of the outstanding COMPANY Membership Interest shall have filed with COMPANY, prior to the COMPANY members meeting at which a vote is to be taken with respect to a proposal to approve this Agreement, a written objection to such proposed action, as required by Article 5.12A(l)(a) of the TBCA in order for such member to perfect the right to dissent from such proposed action. (b) The representations and warranties of the Company contained COMPANY set out in this Agreement as if made on the Closing Date (except for representations shall be true and warranties which, by their express terms, speak correct in all material respects at and as of the Effective Time. (c) Between the date hereof and relate to a specified datethe Effective Time, in which case such accuracy the COMPANY Options shall be measured as of such specified date) exercised and the performance by appropriate membership interest certificates of COMPANY Membership Interest shall be issued. In the Company event any COMPANY Options remain outstanding, prior to the Effective Time, then COMPANY shall take any and all actions necessary to cancel such COMPANY Options. (d) To the extent practicable under the circumstances and time constraints of this Acquisition, COMPANY shall have complied in a timely manner and in all material respects on or before the Closing Date of all with its covenants and agreements of the Company required to be performed by it pursuant to set out in this Agreement on Agreement. (e) All managers, members, lender, lessor and other parties' consents and approvals, as well as all filings with, and all necessary consents or before the Closing Dateapprovals of, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading infederal, or limitation on prices listed forstate and local governmental authorities and agencies, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of as are required under this Agreement, a material acceleration applicable law or worsening thereof; D. There not having occurred any event applicable contract or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions agreement (other than as contemplated by this Agreement;) to complete the Acquisition shall have been secured. F. There shall not be in effect any Law(f) No statute, rule, regulation, executive order, rulingdecree, judgment injunction or writ of restraining order shall have been enacted, entered, promulgated or enforced by any court or public of competent jurisdiction or governmental authority restraining, enjoining that prohibits or otherwise prohibiting any restricts the consummation of the transactions contemplated by this Agreement;Acquisition or the related transactions. G. The Company (g) COMPANY shall have obtained all consents, approvals or waivers from governmental authorities approved the Acquisition in accordance with the TBCA and third persons necessary for the execution, delivery and performance each of the Documents and other proposals set forth in the transactions contemplated thereby, all without material cost Proxy Statement which are a condition precedent to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing consummation of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Acquisition.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of made by the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer's having received an opinion of counsel for the Company, dated the Closing Date, substantially in the form of Annex I attached hereto. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNASDAQ, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could forseeably would have a Material Adverse Effect;. E. F. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by the Note and this Agreement;Agreement (including the fees and disbursements of Buyer's legal counsel in an amount not to exceed $50,000). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary Buyer's receipt of a duly executed Amendment No. 1 to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Registration Rights Agreement in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer. J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNASDAQ, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by the Preferred Stock and this Agreement;Agreement (including the fees and disbursements of legal counsel, which is being held in escrow by the Escrow Agent). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance H. Delivery of the Documents and the transactions contemplated thereby, all without material cost Irrevocable Instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands obligation of Buyer to take the actions required to be taken by it at the Closing is subject to the satisfaction of each of the following conditions precedent at or prior to the Closing, or written waiver of the same in whole or in part executed and delivered by Buyer to Seller at or prior to the Closing: (a) Seller’s representations and warranties set forth in Article III shall be true and correct in all material respects (and those representations and warranties that Buyer's obligation to purchase are qualified with the Securities use of the word “material” or similar words shall be true and correct in all respects) on the date of this Agreement and at and as of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant as though then made and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on as though the Closing Date had been substituted for the date of the this Agreement in such representations and warranties, except that any representation or warranty expressly made as of a specified date shall be true and correct in all material respects (and those representations and warranties that are qualified with the use of the Company word “material” or similar words shall be true and correct in all respects) on and as of such date; (b) Seller shall have performed and complied, in all material respects, with each of its agreements and obligations contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required that are contemplated hereunder to be performed prior to or at the Closing; (c) Each of the Required Consents shall have been confirmed in writing in form and substance reasonably satisfactory to Buyer, shall have been duly executed and delivered by it pursuant the applicable consenting Person to this Agreement on or before the Closing Date, all of which Buyer and to Seller and shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that in full force and effect; C. There not having occurred (id) No Litigation shall be pending or threatened challenging or seeking to prevent or delay consummation of any general suspension of trading inthe Transaction; (e) No Law or Governmental Order will have been enacted, entered, enforced, promulgated, issued or deemed applicable that prohibits or restricts in any way, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity that would reasonably be expected to result directly or indirectly involving in the United States prohibition or restriction in any way of, the enforceability of any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of Seller’s obligations under this Agreement, a material acceleration the consummation of any of the Transaction or worsening thereofthe Closing; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company (f) Seller shall have executed, obtained and delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any each of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documentsagreements, certificates, paymentgovernmental transfers, assignments, transfers instruments and other deliveries as it or its legal counsel may reasonably request documents that Seller is obligated to execute, obtain and as are customary deliver pursuant to effect a closing of the matters herein contemplatedSection 2.7(b)(i), and such agreements, government transfers, certificates and instruments so executed, obtained and delivered shall be in full force and effect; I. Delivery (g) Releases of all Encumbrances on the Acquired Assets other than Permitted Encumbrances, including releases of each mortgage of record and reconveyances of each deed of trust with respect to each parcel of Owned Real Property, financing statement terminations and other collateral agreement releases, shall have been confirmed in writing in form and substance reasonably satisfactory to Buyer, shall have been duly executed and delivered by the Company of an enforceability opinion from its outside counsel applicable releasing person or entity to Buyer and to Seller and shall be in full force and effect or shall otherwise be in a form and substance satisfactory to Buyer; J. Reimbursement of (h) Seller shall not have filed a petition for, and no involuntary petition shall have been filed by any third party for, Seller’s bankruptcy; and (i) Buyer shall have obtained the fairness opinion regarding the Transaction required by Buyer's legal fees in the amount of $5,000’s debt agreements.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificates of Designations have been filed and are effective. B. Delivery by the Conversion Warrant and Company to the other Agreements Buyer of one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. C. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date; D. Buyer having received an opinion of counsel for the Company, all of dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;include customary opinions. C. E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, or (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably forseeably could have a Material Adverse Effect;. E. G. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;Agreement (including the fees and disbursements of Buyer's legal counsel) in the aggregate amount of $50,000. F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance I. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 1,100,000 shares of Common Stock for issuance upon conversion of the matters herein contemplated; I. Delivery by Preferred Stock and the Company Company's Series B Preferred Stock and exercise of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrants.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective. B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;; and G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance H. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 519,000 shares of Common Stock for issuance of the matters herein contemplated; I. Delivery by Conversion Shares and the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on transactions contemplated in this Agreement are subject to the satisfaction of the following conditions as of the Closing Date pursuant (any one or more of which may be waived in writing at the option of Buyer in its sole discretion): (a) The representations and warranties set forth in ARTICLE 3, ARTICLE 4 and ARTICLE 5 hereof (other than those representations and warranties that address matters as of particular dates, which need only be true and correct as of their respective dates) shall be true and correct (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) as of the Effective Date and as of the Closing Date as though then made and as though the Closing Date were substituted for the Effective Date throughout such representations and warranties. (b) Target and Sellers shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement is conditioned uponat or prior to the Closing, and the Restructuring as contemplated in Section 7.06 shall be complete. (c) No statute, rule, regulation, ruling, order, consent, judgment or injunction shall be in effect that would, nor shall any Proceeding before any court or other Governmental Body be pending wherein an unfavorable judgment, decree or order would, prevent the performance of this Agreement or the consummation of any of the transactions contemplated herein, declare unlawful the transactions contemplated in this Agreement or cause such transactions to be rescinded. (d) The Parties shall have terminated the Services Agreement dated as of April 16, 2009 between Holdings and Buyer, to the reasonable satisfaction of Buyer. (e) The Sellers shall have delivered to Buyer each of the following: A. Delivery (i) a certificate executed by an officer of each of Target and the Sellers, dated the Closing Date, stating that the preconditions specified in Section 2.01(a) and Section 2.01(b) as they relate to Target and the Sellers have been satisfied; (ii) a copy of the Holdback Escrow Agreement, duly executed by the Company Sellers and the Holdback Escrow Agent; (iii) (A) the certificate of formation of Target and each of the DebentureTransferred Partnerships each as certified by the appropriate Governmental Body; and (B) a certificate of good standing of Target and the Transferred Partnerships from the appropriate Governmental Body, and each other state in which Target or any Transferred Partnership is qualified to do business as set forth on Schedules 4.01 and 4.02, in each case dated within thirty (30) calendar of the Conversion Warrant Closing Date; (iv) a certificate of the Secretary of Target and each Seller given on behalf of Target and such Seller, respectively, and not in an individual capacity, certifying as to, as applicable, (i) the Organizational Documents of Target; (ii) resolutions duly adopted by the managers (or the equivalent) of Target and such Seller authorizing the execution and delivery of this Agreement and the other Agreements agreements contemplated herein, as applicable, by Target and such Seller and the performance by Target and such Seller of the transactions contemplated herein and therein; and (I/N/O Buyer or I/N/O Buyer's nominee)iii) incumbency and signatures of the officers of Target and such Seller; B. The accuracy (v) an executed certificate of an officer of each of the Sellers, certifying, under penalty of perjury and pursuant to Treasury Regulations Section 1.1445-2(b)(2), that such Seller is not a foreign person within the meaning of Sections 1445 and 897 of the Code; (vi) a consent of Target, executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇, as the managers of Target; (vii) the consents of the Sellers to the transactions contemplated in this Agreement, executed by the partners and managers of Sellers listed in Schedule 2.01(e)(vii) hereto; (viii) the duly executed resignations of the manager of Target and the general partner of each of the Transferred Partnerships listed on Schedule 2.01(e)(viii), and appointment of a replacement manager of Target and replacement general partner of each of the Transferred Partnerships, in each as designated by Buyer, effective as of the Closing Date; (ix) the title policies contemplated in Section 7.09; (x) a duly executed amendment of the CMT Lease, waiving landlord’s right to acquire the interest of Cedar Marine in such lease due to a change of control based on the Restructuring and/or the transactions contemplated in this Agreement; (xi) an irrevocable membership interest transfer power with respect to the Units executed by Holdings and B&S LP and such additional instruments of transfer of the Units as Buyer may reasonably request to vest in Buyer all the right, title and interest in and to the Units; (xii) copies of all documents documenting, or entered into in connection with, the Restructuring, all of which shall have been reviewed and approved by Buyer prior to the Restructuring. These documents shall include any and all: (A) deeds, bills of sale or other appropriate documents of transfer, transferring to Target the Transferred Business Assets identified in the Assignment, Transfer and Assumption Agreement; (B) assignments assigning to Target all Intellectual Property of the Sellers; (C) assignment and assumption agreements, assigning to Target all rights of the Sellers and their Affiliates in and to all Contracts to be assigned to Target; and (D) to the extent available, registrations and other filings made in connection with any Transferred Business Assets to be transferred to Target pursuant to the Restructuring, including those with respect to any Target Owned Intellectual Property; (xiii) an opinion from counsel to the Sellers in form and substance as set forth in Exhibit B attached hereto, addressed to Buyer, and dated as of the Closing Date; (xiv) the Non-competition Agreement, duly executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇; (xv) the Employment Agreement Amendments, duly executed by ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇; (xvi) customary payoff letters from each financial institution or other lender to which the Sellers are obligated with respect to the repayment of Indebtedness confirming the total payment required to be made as of the Closing Date to repay in full the Debt Repayment Amount, and stating that, upon payment of such amount, any Liens securing such Indebtedness shall thereupon be released or authorizing the representations Sellers to file the applicable termination statements in respect of such indebtedness and warranties of the Company contained in this Agreement as if made setting forth pay-off instructions for making such repayment on the Closing Date (except for representations and warranties which, by their express terms, speak such letters being referred to as of and relate to the “Payoff Letters”); (xvii) a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements written instrument from each of the Company required to be performed by it pursuant to this Agreement individuals listed on or before Schedule 2.01(e)(xvii) accepting Buyer’s offer of employment, effective on the Closing Date; (xviii) an executed Statement of Representations and Warranties of Proposed Shareholder in the form attached hereto as Schedule 2.01(e)(xviii), all executed by each of which shall be confirmed the general and limited partners of Holdings listed on Exhibit A; (xix) a guarantee of Holdings’ obligations under Section 10.02(f) (limited to seventy-six and sixty-four one hundredths percent (76.64%) of the Cleanup costs or any other Losses payable by Holdings under Section 10.02(f)), in a form satisfactory to Buyer and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, executed by delivery ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (xx) escrow instructions to the Real Property Escrow Company in a form mutually satisfactory to B&S LP and Buyer, executed by B&S LP; and (xxi) the Employee Confidentiality and Proprietary Rights Agreements, duly executed by each of the certificate Continuing Employees and the Retained Employees. (f) Buyer shall have received a fairness opinion from ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group LLC to the effect that, as of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreementsuch opinion, a material acceleration or worsening thereof; D. There not having occurred any event or developmentsubject to the assumptions and limitations set out therein, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to the consideration paid by Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by in this Agreement;Agreement is fair, from a financial point of view, to Buyer. F. There (g) Buyer shall not have completed its due diligence review of Target and the Transferred Partnerships and shall be satisfied with the results thereof. (h) Buyer shall have obtained on terms and conditions satisfactory to it all of the financing it needs in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of order to consummate the transactions contemplated by this Agreement;herein, refinance the Existing BofA Debt and the Existing Real Property Debt and fund the working capital requirements of Target and the Transferred Partnerships after the Closing. G. (i) The Company condition set forth in Section 7.09(b)(i) shall have obtained all consentsbeen satisfied. (j) No change, approvals effect, event, occurrence, state of facts or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer development shall have received such additional documentsoccurred since the Effective Date that has had, certificatesor could reasonably be expected to have, payment, assignments, transfers and other deliveries as it either individually or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000aggregate, a Material Adverse Effect.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date Date, in all material respects. of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions materially affecting the regular operations of the national securities exchanges or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. F. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;; ----------- ----------- Initials 10 Initials H. G. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. H. Reimbursement of Buyer's legal fees in the amount of $5,000. IX.

Conditions to Buyer’s Obligations. The Company understands that Buyer's ’s obligation to purchase buy the Securities on Purchased Assets shall be subject to the Closing Date pursuant to this Agreement is conditioned uponsatisfaction of, or waiver by Buyer of, the following conditions: A. (a) Buyer shall have received executed counterpart signatures of Seller to each relevant Transfer Document to which Buyer is a party; (b) Seller shall have tendered delivery of the Purchased Assets to Buyer at the Delivery Location; (c) receipt by Buyer of the fully executed Warranty ▇▇▇▇ of Sale; (d) receipt by Buyer of a non-incident statement with respect to the Engine, covering the period up to Delivery in form and substance reasonably satisfactory to Buyer; (e) the Engine shall be in the condition required by the Company Lease Agreement. The Operative Documents shall be substantially the same (without any amendment or modifications of any kind unless accepted by Buyer in its sole discretion) as when Buyer completed its inspection of the DebentureOperative Documents; (f) the Operative Documents shall be in full force and effect and Buyer shall have received true, complete and original copies of such documents; (g) Seller shall have complied with all requirements of Seller under the Operative Documents to which it is a party for transfer of the Purchased Assets, including obtaining any necessary consents from Lessee; (h) there shall have been no Event of Loss or event, which with the giving of notice, the Conversion Warrant passage of time or both, would result in the occurrence of an Event of Loss, with respect to the Engine; (i) Buyer shall have completed a satisfactory title and lien search of the Purchased Assets and the other Agreements Operative Documents evidencing compliance with the terms of this Agreement; (j) receipt by Buyer of certificates from Lessee’s insurance broker evidencing compliance with the insurance provisions of the Lease; (k) receipt by Buyer from Seller of all documentation required in connection with Buyer’s “know your customer” procedures; (I/N/O ) Buyer shall be satisfied that Seller (or I/N/O Buyer's nomineeany of its affiliates) is not: (i) a target of U.S., European Union, United Kingdom, or other economic, financial or trade sanctions in force from time to time; (ii) named, identified or described on any blocked persons list, specially designated nationals list, prohibited persons list, or other official list of restricted persons with whom U.S., European Union or United Kingdom persons, or persons otherwise subject to the jurisdiction of the U.S., the European Union or the United Kingdom may not conduct business, including, but not limited to, restricted party lists published or maintained by (A) U.S. Treasury Department’s Office of Foreign Assets Control, (B) the U.S. Department of Commerce, (C) the U.S. Department of State, (D) the European Union or (E) Her Majesty’s Treasury of the United Kingdom; or (iii) owned or controlled by, or an actor on behalf of, any person described in clauses (i) or (ii);; and B. The accuracy on the Closing Date (m) each of the representations and warranties of the Company Seller contained herein shall be true and correct in this Agreement all material respects as if made on the Closing Date of Delivery (except for to the extent that such representations and warranties which, by their express terms, speak as of and relate solely to a specified an earlier date, in which case such accuracy they shall be measured true in all material respects as of such specified earlier date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000).

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase the Securities on consummate the Closing Date pursuant Transactions is subject to this Agreement is conditioned uponthe satisfaction (or waiver by Buyer in writing) of the following conditions as of the time of the Closing: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained set forth in (i) Sections 8.3 and 8.6(a) shall be true and correct (other than, the case of Section 8.3, such failures to be true and correct as are insignificant) in each case of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as if made on and as of the Closing Date, and (ii) Sections 8.1, 8.2 and 8.4(a) shall be true and correct in all material respects as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date as if made on and as of the Closing Date. All other representations and warranties set forth in Article VIII (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranty) will be true and correct in all respects at and as of the date of this Agreement and the Closing Date, as if made on and as of the Closing Date (except for other than those representations and warranties which, by their express terms, speak that address matters only as of and relate to a specified date, in the accuracy of which case such accuracy shall be measured determined as of such that specified date) and the performance by the Company date in all respects respects), except where the failure of such representations and warranties to be true and correct have not had and would not reasonably be expected to have a Material Adverse Effect on or before the Closing Date Company; (b) The Company will have performed and complied, in all material respects, with all of all the covenants and agreements of the Company required to be performed by it pursuant to under this Agreement on at or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. There not having occurred (ic) No judgment, decree, injunction or order of any general suspension Governmental Entity of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company competent jurisdiction shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment as of the Closing that restrains or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any prevents the consummation of the transactions contemplated by this Agreement, and there shall not be any Legal Requirement enacted or deemed applicable to this Agreement that makes consummation of the transactions contemplated by this Agreement illegal; G. (d) No action or proceeding brought by any Governmental Entity seeking a judgment, decree, injunction or order that would restrain or prevent the consummation of the Closing Transactions shall be pending; (e) All regulatory authorizations, consents, orders or approvals (w) from the federal Regulatory Authorities, (x) the approval of the WDFI, to the extent required under Wis. Stats. Chapter 221, (y) required, if any, under the HSR Act, and (z) set forth in Sections 8.4 and 9.4 which are necessary to consummate the transaction contemplated by this Agreement, including the Merger and the Bank Merger, or those the failure of which to be obtained would reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on Buyer or the Surviving Corporation, shall have been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired (such approvals and the expiration of such waiting periods being referred to herein as the “Requisite Regulatory Approvals”); (f) The Company shall have obtained all consents, approvals received the requisite Company Shareholder Approval; (g) On or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost prior to the Company; H. Closing Date, Buyer shall have received such additional documentsan opinion of Wachtell, certificatesLipton, paymentR▇▇▇▇ & K▇▇▇, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance reasonably satisfactory to Buyer, to the effect that, on the basis of facts, representations and assumptions set forth or referred to in such opinion, the Merger will be treated as a transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel may require and rely upon representations contained in certificates of officers of the Company and Buyer; J. Reimbursement (h) The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of Buyer's legal fees the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and (i) On or prior to the Closing Date, the Company will have delivered to Buyer all of the following (dated as of the Closing Date, except as otherwise indicated): (i) Certificates, each dated not earlier than twenty (20) days prior to the Closing Date, of the secretary of state or similar Governmental Entity of the jurisdiction under the laws of which each of the Companies is organized and stating that such company is in good standing or has comparable active status in such jurisdiction; (ii) A certificate from the amount chief executive officer or chief financial officer of $5,000the Company certifying that each of the conditions set forth in Sections 4.2(a) and 4.2(b) has been and is satisfied as of the time of the Closing; (iii) A certificate from the Secretary or an Assistant Secretary of the Company certifying that the Merger has been approved by the requisite vote of the shareholders of the Company; and (iv) Such other documents or instruments as Buyer reasonably requests and as are reasonably necessary to effect the transactions contemplated by this Agreement.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, Debenture the Conversion Warrant Additional Shares and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;; and H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer. J. Reimbursement of Buyer's outside legal fees in the amount of not to exceed $5,0003,500.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specific date (other than the date hereof) shall only need to have been true on and as of such date. (b) Seller shall have performed in all material respects all of which the convenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing. (c) Seller shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading inhave obtained, or limitation on prices listed forcaused to be obtained, each consent and approval required in order to complete the Common Stock on the OTCBB/Pink Sheettransactions contemplated hereby. (d) There shall not be threatened, (ii) the declaration of a banking moratorium instituted or pending any suspension of payments in respect of banks in the United Statesaction or proceeding, (iii) the commencement of a warbefore any court or governmental authority or agency, armed hostilities domestic or other international foreign, challenging or national calamity seeking to make illegal, or to delay or otherwise directly or indirectly involving restrain or prohibit, the United States or any of its territories, protectorates or possessions or (iv) in the case consummation of the foregoing existing at transactions contemplated hereby or seeking to obtain material damages in connection with such transactions. (e) On the date of this AgreementClosing Date, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement the following: (i) the ▇▇▇▇ of Buyer's reasonable out-of-pocket costs Sale and expenses incurred such other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (ii) a certificate of an officer of Seller, dated the Closing Date, stating that the conditions set forth in connection subsections 8.01(a) and (b) above have been satisfied; and (iii) a certificate of the Secretary of Seller as to the currency of the Articles of Incorporation and Bylaws of Seller and the resolutions adopted by the board of directors and shareholder of Seller with respect to the transactions contemplated by this Agreement;Agreement (with copies of such documents attached). F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. (f) Buyer shall have received such additional documentscompleted to its satisfaction its due diligence review of Seller's business and the Assets. (g) Buyer and Seller shall have entered into a transition services agreement (the "Transition Services Agreement") on terms and conditions mutually satisfactory to Buyer and Seller with respect to services to be provided to Buyer by Seller, certificatesat Seller's cost, paymentuntil March 31, assignments, transfers and other deliveries as it 1999 or its legal counsel may reasonably request and as are customary earlier terminated to effect a closing Buyer. The principal purpose of the matters herein contemplated;Transition Services Agreement is to ensure the smooth transition from Seller to Buyer of vendors, customers, employee benefits and open work orders. I. Delivery by the Company of an enforceability opinion from its outside counsel in form (h) Buyer and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees Seller shall have entered into a Stock Purchase and Registration Rights Agreement in the amount of $5,000form Attached hereto as Exhibit D (the "Stock Purchase Agreement").

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction or waiver of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects following conditions on or before the Closing Date: (a) Seller shall have furnished Buyer with an opinion, dated the Closing Date, of Scott W. Stauffer, Esq., counsel for Seller, in substantially the fo▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇ ▇ttached hereto; (b) No suit, action or proceeding shall be pending or threatened at any time prior to or on the Closing date before or by any court or governmental body seeking to restrain or prohibit, or damages or other relief in connection with, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby or which might materially and adversely affect the business or properties or condition, financial or other, or results of operations of Seller; (c) The representations and warranties of Seller and each Stockholder set forth in Article III hereof shall be true and correct on the date hereof and at and as of the Closing Date with the same force and effect as though made on and as of such date and Seller shall have furnished Buyer with such certificates and other documents evidencing the truth of such representations and warranties; (d) Seller shall have performed and complied with all of the covenants and agreements of the Company required to be performed by it pursuant to under this Agreement on or before prior to the Closing Dateand Seller shall have furnished Buyer with such certificates and other documents evidencing the performance of such covenants, all of which agreements and conditions as Buyer shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effecthave reasonably requested; C. There not having occurred (ie) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company Seller shall have obtained all consentsat Seller's cost and expense, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer, all consents and waivers, approvals, amendments or modifications by third parties that are required for the transfer of the Purchased Assets to Buyer or that are required for the consummation of the transactions contemplated hereby including, without limitation, any consents required pursuant to any lease that is required in order that the transactions contemplated hereby do not constitute a breach of or a default under or a termination or modification of any agreement to which Seller is a party or to which any portion of the Purchased Assets is subject; J. Reimbursement (f) All governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, shall have been duly made and obtained in form and substance satisfactory to Buyer's legal fees ; (g) Seller and each Stockholder shall have executed and delivered mutually satisfactory non-competition, non-solicitation, and confidentiality agreements in favor of Buyer in the amount form of $5,000.Exhibit B hereto, restricting them from soliciting any of Seller's customers, employees, consultants and other key business relationships for twelve (12) months, restricting competition with Buyer for twenty-four (24) months except for those products listed on Schedule A thereto, as to which the period of non-competition shall be twelve (12) months, and except for such specific business activities as may be permitted under the terms of each such Agreement, and requiring them to maintain the confidentiality of non-public business information for five (5) years; (h) Buyer and Seller shall have agreed upon the Allocation Statement; (i) Seller shall have made all filings of environmental nature required for the transactions contemplated hereby with all federal, state and local regulatory authorities, including all filings required under the New Jersey Industrial Site Recovery Act ("ISRA"), N.J.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities Debentures on the Closing Date pursuant to this Agreement is conditioned upon: A. a. Delivery by the Company to the Escrow Agent of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Debentures to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. b. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. c. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, to the effect set forth in Annex III attached hereto. d. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNASDAQ Small Capitalization Market System, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. e. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably forseeably could have a Material Adverse Effect;. E. f. The Company shall have delivered to Buyer (by bank or certified check or wire transfer of immediately available funds to an account (or accounts) specified by Buyer to the Company) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;Agreement (including the reasonable fees and disbursements of Buyer's legal counsel), upon submission by Buyer to the Company of appropriate documentary evidence of such out-of-pocket costs and expenses. F. g. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee)Agreements; B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. E. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. F. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. G. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. H. Reimbursement of Buyer's legal fees in the amount of $5,0002,500, to be deducted from the final advance of the Purchase Price.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transaction contemplated by this Agreement is conditioned upon: A. Delivery by the Company subject to satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article 4 hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date shall only need to have been true on and as of such date; (b) Seller shall have performed in all material respects all of which shall the covenants and agreements required to be confirmed performed and complied with by it under this Agreement prior to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. (c) There shall not having occurred be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration of a banking moratorium Assets, or to compel Buyer or any suspension of payments in respect its subsidiaries to dispose of banks in or to hold separately all or a material portion of the United StatesAssets, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any material provision of a warthis Agreement, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (d) Airex shall have executed and delivered to Buyer the License Agreement between Buyer and Airex, in substantially the case form attached hereto as Exhibit C; (e) The New Ulm Economic Development Corporation and the City of New Ulm shall have executed and delivered the Assignment of Third Party Lease, in substantially the form attached hereto as Exhibit D (the "Assignment of Third Party Lease") and the employment commitment pursuant to Section 7.3 of the foregoing existing at the date of this Development Agreement, dated November 29, 2000, by and between the City of New Ulm, Minnesota and the New Ulm Economic Development Corporation and consented to by Seller (the "Development Agreement") shall have been waived or reduced to a material acceleration or worsening thereofmaximum of 55; D. There not having occurred any event or development(f) On the Closing Date, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: (i) A certificate of the Chief Executive Officer or a Vice President of Seller, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and expenses incurred in connection with (b) above have been satisfied; (ii) The Bill of Sale and such other instruments of conveyance, tran▇▇▇▇, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof, each duly executed by Seller; (iii) The Assignment and Assumption Agreement, duly executed by Seller; (iv) The Assignment of Third Party Lease, duly executed by Seller; (v) Resolutions of the Board of Directors of Seller authorizing the transactions contemplated hereby, certified by this Agreementthe Secretary or an Assistant Secretary of Seller; F. There shall not be (vi) The Supply Agreement in effect any Lawsubstantially the form attached hereto as Exhibit E, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of duly executed by Seller (the transactions contemplated by this "Supply Agreement"); G. (vii) The Company Termination Agreement in substantially the form attached hereto as Exhibit F (the "Termination Agreement"), duly executed by Seller and Airex, terminating the License Agreement and the Consulting Agreement, each dated December 11, 1998, between Seller and Airex; (viii) The German Stock Agreement in the form attached hereto as Exhibit G, duly executed by Seller; (ix) A duly executed assignment to and assumption by Buyer, in substantially the form attached hereto as Exhibit H (the "Patent License Assignment and Assumption Agreement"), to the Patent License Agreement, dated March 31, 2003, by and between Seller and Hitachi Medical Corporation; (x) A duly executed assignment to and assumption by Buyer, in substantially the form attached hereto as Exhibit I (the "PCI Assignment and Assumption Agreement"), to the Transitional Services Agreement, dated March 31, 2003, by and between Seller and Performance Controls, Inc.; (xi) The New Ulm Economic Development Corporation shall have obtained all consentsexecuted and delivered the Option to Purchase Real Estate, approvals or waivers from governmental authorities and third persons necessary for in substantially the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Companyform attached hereto as Exhibit J; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees (xii) The New Ulm Transitional Services Agreement in the amount of $5,000form attached hereto as Exhibit K (the "New Ulm Transition Agreement"), duly executed by Seller; and (xiii) The European Transitional Services and Supply Agreement in the form attached hereto as Exhibit L (the "European Transition Agreement"), duly executed by Seller.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of the Buyers under this Agreement are subject to purchase the Securities on satisfaction or valid waiver by the Buyers of the following conditions. (a) The representations and warranties made by the Sellers in this Agreement were true when made and shall be true as of the Closing Date pursuant with the same force and effect as if such representations and warranties were made at and as of the Closing Date. (b) All authorizations, approvals and permits required to this Agreement is conditioned upon:be obtained from or made with any governmental entity in order to consummate the Transaction and all consents from third persons that are required in connection with the Transaction shall have been obtained or made. A. Delivery (c) The obligations of Buyers to be performed hereunder shall be subject to the sole director of the current Board of Directors of the Company tendering his resignations as director after appointing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and V. ▇▇▇▇▇ ▇▇▇▇▇▇▇ as directors of the Company, such actions of the Company to be effective after 10 days following the filing of an Information Statement on Form 14F-1 relating to the appointment of directors to the Board of Directors of the Company in connection with the consummation of the Transaction (the “14F-1”). (d) As of the Closing, the Company shall have no assets or liabilities, it being agreed that (i) all liabilities of the Company as shown in the SEC Reports or otherwise shall have been paid in full as of the Closing, as evidenced by written documentation reasonably satisfactory to the Buyers and (ii) any assets of the Company other than cash shall, as of the Closing, been transferred or assigned by the Company of Company, as evidenced by written documentation reasonably satisfactory to the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on Buyers. Buyers shall have been furnished with a certificate dated the Closing Date and signed by El-Moussa as an executive officers of the Company, certifying satisfaction of all liabilities of the Company as of the Closing Date and that each of the representations and warranties of the Company contained in this Agreement as if made are true and correct on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all a form of which shall be confirmed to Buyer by delivery is attached hereto as Exhibit A. (e) Buyers have completed its due diligence investigation of the certificate Shares, the Company and the business and operations of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading inCompany, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or developmentincluding legal and accounting matters, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement the results of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as investigation are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees Buyers in the amount of $5,000its sole discretion.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on closing of the Closing Date pursuant to transactions contemplated in this Agreement is conditioned uponsubject to the satisfaction or waiver, at or before the Closing, of the following conditions set forth in this Section 5.1: A. Delivery by (a) all filings, authorizations and approvals and consents set forth on Schedule 5.1(a) shall have been made with or obtained from all applicable Governmental Authorities or other Persons, as the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee)case may be; B. The accuracy (b) subject to Section 5.3, all filings, authorizations and approvals and consents set forth on Schedule 5.1(b) shall have been made with or obtained from all applicable Governmental Authorities; (c) there shall be no suit, action, investigation or proceeding pending or threatened before any Governmental Authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Closing Date of Closing, in whole or in part, and no Order with respect thereto shall be in effect; (d) (i) the representations and warranties of the Company Seller contained in this Agreement as if made on the Closing Date (except for representations and warranties which, Article 3 that are not qualified by their express terms, speak materiality or Material Adverse Effect shall have been as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, and shall be at and as of the Closing as though then made, true and correct in all material respects, and the representations and warranties of Seller contained in Article 3 that are qualified by materiality or Material Adverse Effect shall have been as of the date of this Agreement, and shall be at and as of the Closing as though then made, true and correct; (ii) Seller shall have performed or caused to have been performed in all material respects all of the covenants and agreements required by this Agreement to be performed by Seller at or prior to the Closing; and (iii) Seller shall have delivered to Buyer a material acceleration or worsening thereofcertificate executed by a duly authorized officer of Seller, dated as of the Closing Date, certifying that the conditions set forth in Sections 5.1(d)(i) and 5.1(d)(ii) have been satisfied; D. There (e) Since the date of this Agreement, there shall not having have occurred any event change or developmenteffect that has had, and there being in existence no conditionor would reasonably be expected to have, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. (f) Buyer shall have received such additional documentspay-off letters (including UCC Termination Statements) which provide for the termination and release of any Liens, certificatesother than Permitted Liens, paymenton the Acquired Assets; (g) each individual specified on Schedule 1 shall be available, assignmentsand immediately prior to the Closing shall have confirmed in writing his availability, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary for full time employment by Buyer pursuant to effect a closing the terms of the matters herein contemplated;Specified Agreements following the Closing; and I. Delivery by (h) Buyer shall have received each other document required to be delivered to Buyer at or prior to the Company Closing pursuant to this Agreement (including those specified in Section 6.2). Any agreement or document to be delivered to Buyer pursuant to this Section 5.1, the form of which is not attached to this Agreement as an enforceability opinion from its outside counsel exhibit, shall be in form and substance reasonably satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by are subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date following conditions as of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for any one or more of which may be waived in writing at the option of Buyer in its sole discretion): (a) The representations and warranties whichset forth in ARTICLE 3 and ARTICLE 4 hereof (other than those representations and warranties that address matters as of particular dates, which need only be true and correct as of their respective dates) shall be true and correct as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect. (b) The Company and Seller shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement at or prior to the Closing. (c) No statute, rule, regulation, ruling, order, consent, judgment or injunction shall be in effect that would, nor shall any action or proceeding before any court or other Governmental Body be pending wherein an unfavorable judgment, decree or order would, prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded. (d) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated. (e) Seller shall, concurrently with the Closing, deliver to Buyer the stock certificate(s) representing the Shares, accompanied by a duly executed stock power. (f) The non-solicitation agreement, substantially in the form attached hereto as Exhibit B shall have been executed and delivered by CIVC Partners Fund III, L.P. and CIVC Partners Fund IIIA, L.P. (g) The Company or Seller (as applicable) shall have delivered to Buyer each of the following: (i) a certificate executed by an officer of each of the Company and Seller, dated the Closing Date, stating that the preconditions specified in Section 2.01(a) and Section 2.01(b) as they relate to the Company and Seller have been satisfied; (ii) evidence of the expiration or termination described in Section 2.01(d); (iii) a copy of the Escrow Agreement, duly executed by Seller and the Escrow Agent; (iv) (A) the certificate of incorporation of the Company and its Subsidiary each as certified by the Secretary of State of the State of Delaware; and (B) a certificate of good standing of the Company and its Subsidiary from the Secretary of State of the State of Delaware, and each other state in which the Company and its Subsidiary are qualified to do business as set forth on Schedules 4.01 and 4.02, in each case dated within three (3) Business Days of the Closing Date; (v) a certificate of the Secretary of the Company and Seller given on behalf of the Company and Seller, and not in an individual capacity, certifying as to: (i) the bylaws of the Company; (ii) resolutions duly adopted by the board of managers or board of directors of the Company and Seller authorizing the execution and delivery of this Agreement and the other agreements contemplated hereby, as applicable, by their express terms, speak as of the Company and relate to a specified date, in which case such accuracy shall be measured as of such specified date) Seller and the performance by the Company and Seller of the transactions contemplated hereby and thereby; and (iii) incumbency and signatures of the officers of the Company and Seller; (vi) a duly executed resignation of each of the directors and officers of the Company and its Subsidiary set forth on Schedule 2.01(g)(vi), effective as of the Closing Date; (vii) a certificate of an officer of Seller, certifying, under penalty of perjury and pursuant to Treasury Regulations Section 1.1445-2(b)(2), that Seller is not a foreign person within the meaning of Sections 1445 and 897 of the Code; (viii) payoff letters, in all respects on or before forms reasonably satisfactory to Buyer and Parent with respect to the payoff amounts as of the Closing Date for the Indebtedness identified on Schedule 2.01(g)(viii), and releases of all covenants any Liens granted in connection with such Indebtedness held by third parties, indicating that upon payment of a specified amount (subject to per diem increase, if applicable), such holder shall release its Liens and agreements other security interests in, and agree to execute or authorize the execution of Uniform Commercial Code termination statements necessary to release of record its Liens and other security interest in, the assets, properties and securities of the Company required to be performed by it pursuant to this Agreement and its Subsidiary; and (ix) The consents set forth on Schedule 2.01(g)(ix). (h) No change, effect, event, occurrence, state of facts or before development shall have occurred since the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to date hereof that effect; C. There not having occurred (i) any general suspension of trading inhas had, or limitation on prices listed forwould reasonably be expected to have, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium either individually or any suspension of payments in respect of banks in the United Statesaggregate, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date Dates pursuant to this Agreement is conditioned upon: A. Delivery by the Company to the Escrow Agent on the Initial Funding Date and on the Second Funding Date of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement on the Initial Funding Date and the Second Funding Date, respectively; B. The accuracy in all respects on the Closing Date Dates of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date Dates (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date Dates of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectDates; C. Buyer having received an opinion of counsel for the Company, dated the Closing Dates, in form, scope and substance satisfactory to the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBBNASD/Pink SheetBBS, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;. E. F. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;Agreement (including the fees and disbursements of Buyer's legal counsel up to a maximum of $30,000 plus disbursements). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The H. Solely with respect to the closing date occurring on the Second Funding Date, the Company shall have obtained satisfied or performed all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents Second Funding Requirements and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel conditions set forth in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Section I.B. hereof.

Conditions to Buyer’s Obligations. The Company understands that Buyer's ’s obligation to purchase make the Securities deliveries required of Buyer at the Closing, and to otherwise close the Transaction contemplated herein, shall be subject to the satisfaction or waiver by Buyer of each of the following conditions: 4.2.1 The representations and warranties of Sellers made in this Agreement that are qualified by materiality or Material Adverse Effect, shall be true and correct as of the date hereof and on and as of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company Date, as though made on and as of the DebentureClosing Date, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of Sellers that are not so qualified shall be true and correct in all material respects as of the Company contained in this Agreement date hereof and on and as if of the Closing Date, as though made on and as of the Closing Date (Date, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and Sellers shall have in all material respects performed or tendered performance of or complied with, each and every covenant, obligation and condition on each Seller’s part to be performed which, by their express its terms, speak as of and relate is required by this Agreement to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on performed or complied with at or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or developmentClosing, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Parent shall have delivered to Buyer reimbursement a certificate dated the Closing Date and signed by a senior officer of Buyer's reasonable out-of-pocket costs Parent in the officer’s capacity as such confirming the foregoing. 4.2.2 Sellers shall have executed and expenses incurred in connection with be prepared to deliver to Buyer the transactions contemplated by this Agreement;Assignment of Leases and Contracts, the ▇▇▇▇ of Sale and the Assignment of Intangible Property. F. There 4.2.3 Sellers shall not have delivered, or shall be in effect prepared to deliver to Buyer at the Closing, all other documents required of Sellers to be delivered at the Closing. 4.2.4 No action, suit or other proceedings shall be pending before any Law, order, ruling, judgment Governmental Authority seeking or writ of any court threatening to restrain or public or governmental authority restraining, enjoining or otherwise prohibiting any prohibit the consummation of the transactions contemplated by this Agreement;, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any Governmental Authority having appropriate jurisdiction. G. 4.2.5 The Company Order, substantially in the form attached hereto as Exhibit “G” (the “Approval Order”), approving, among other things, the sale of the Purchased Assets to Buyer and assumption by Buyer of the Assumed Liabilities, shall have been entered by the Bankruptcy Court and shall not have been modified or amended without the consent of Buyer, reversed or stayed as of the Closing Date. 4.2.6 Sellers shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost those consents related solely to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Permits set forth in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.Section 4.2.6

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with --------------------------------- consummate the transactions contemplated by this Agreement;Agreement is subject to the satisfaction, or the waiver in writing by Buyer to the extent permitted by applicable law, of the following conditions at or before the Closing: F. There (a) All approvals and authorizations of all federal and state authorities required for consummation of the transactions contemplated by this Agreement shall not have been received and shall be in full force and effect, and all applicable waiting periods shall have passed. (b) A certified copy of actions by the Board of Directors of Seller, the Board of Directors of Premier and Premier as sole shareholder of Seller approving and adopting this Agreement and authorizing the transactions contemplated by this Agreement shall have been delivered to Buyer. (c) The representations and warranties of Seller and Premier set forth in this Agreement shall be true and correct in all material respects on the Closing Date with the same effect any Lawas though all of such representations and warranties had been made on and as of the Closing Date. 22 (d) Seller shall have performed or complied with all agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller before or on the Closing Date (e) Seller shall have taken all action required by this Agreement to be taken by Seller before or on the Closing Date. (f) No order, ruling, judgment or writ decree shall be outstanding against a party hereto or a third party that would have the effect of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any preventing completion of the transactions contemplated by this Agreement; G. The Company ; no suit, action or other proceeding shall have obtained all consents, approvals be pending or waivers from threatened by any governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and body in which it is sought to restrain or prohibit the transactions contemplated therebyby this Agreement; and no suit, all without action or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit the transactions contemplated by this Agreement or obtain other substantial monetary or other relief against one or more of the parties hereto in connection with this Agreement and which Buyer and Seller determine in good faith, based upon the advice of their respective counsel, makes it inadvisable to proceed with the transactions contemplated by this Agreement because any such suit, action or proceeding has a significant potential to be resolved in such a way as to deprive the party electing not to proceed of any of the material cost benefits to the Companyit of this Agreement; H. (g) No accounts payable by Seller being assumed by Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries remained unpaid more than 30 days as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;Closing Date. I. Delivery (h) In respect of the Real Estate or the OREO, there shall have been no condemnation, eminent domain or similar proceedings commenced or threatened in writing by any federal, state or local governmental authority. (i) Either (1) the results of each Phase I as reported shall be satisfactory to Buyer or (2) any violation or potential violation of the representations and warranties contained in Section 2.01(l) of this Agreement disclosed in a Phase I report shall have been remedied by Seller to the reasonable satisfaction of Buyer. (j) Seller shall have delivered to Buyer a certificate dated the Closing Date and signed by the Company President to the effect set forth in paragraphs (a), (b), (c), (d), (e), (f), (g) and (h) of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000this Section 5.02.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or prior to the Closing Date: A. Delivery by the Company (a) The representations and warranties in Article V hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Debenture, the Conversion Warrant Closing and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties contained in Article V hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Company contained Closing, in this Agreement each case as if though then made on and as though the Closing Date (except was substituted for the date of this Agreement throughout such representations and warranties whichwarranties, by their express terms, speak as and each of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) the Sellers and the performance by the Company shall have performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of Sellers and the Company hereunder prior to that effectthe Closing; C. There not having occurred (b) Sellers and the Company shall have received or obtained all third-party consents and approvals that are necessary (i) any general suspension for the consummation of trading inthe transactions contemplated hereby or (ii) to prevent a breach of or default under, or limitation a termination, modification or acceleration of, any instrument, contract, lease, license or other agreement identified with an asterisk on prices listed forthe attached RESTRICTIONS SCHEDULE (collectively, the Common Stock "THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to Buyer; (c) Buyer and the OTCBB/Pink SheetCompany shall have received or obtained all governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) for Buyer to own the Shares and to operate the businesses of and control the Company and its Subsidiaries following the Closing (including any required approvals from the State of Georgia), in each case on terms and conditions reasonably satisfactory to Buyer, and all applicable waiting periods under the HSR Act shall have expired or been terminated (collectively, the "GOVERNMENTAL APPROVALS"); (d) No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Shares or operate the businesses of or control the Company and its Subsidiaries or (iv) affect adversely the right of the Company and its Subsidiaries to own their respective assets or control their respective businesses, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; G. (e) Since September 30, 1999, there shall have been no material adverse change or development in the business, financial condition, value, operating results, assets, operations, business prospects, cash flow, net worth or customer, supplier or employee relations of the Company and its Subsidiaries taken as a whole; (f) Buyer shall have obtained all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company and its Subsidiaries following the Closing (in each case on terms and conditions satisfactory to Buyer in its discretion); (g) The Company shall have obtained and delivered to Buyer a letter of consent, estoppel certificate and landlord lien waiver agreement from each lessor of the Leased Realty in form and substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel and such other related items as Buyer and Buyer's lender may reasonably request; (h) Sellers shall have entered into an agreement for employment with the Company, in form substantially the same as that attached hereto as EXHIBIT B-1 and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ shall have entered into an agreement for employment with the Company, in form substantially the same as that attached hereto as EXHIBIT B-2 (collectively, the "EMPLOYMENT AGREEMENTS"), and such agreements shall be in full force and effect at the Closing; (i) Sellers shall have entered into an Executive Stock Purchase Agreement with ▇▇▇▇.▇▇▇ in form substantially the same as that attached hereto as EXHIBIT C (the "EXECUTIVE PURCHASE AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (j) Sellers shall have entered into the Amended and Restated Stockholders Agreement, dated as of December 21, 1999, among ▇▇▇▇.▇▇▇ and the stockholders of ▇▇▇▇.▇▇▇ attached hereto as EXHIBIT D (the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (k) Sellers shall have entered into the Amended and Restated Registration Agreement, dated as of December 21, 1999, among ▇▇▇▇.▇▇▇ and the stockholders of ▇▇▇▇.▇▇▇ attached hereto as EXHIBIT E (the "REGISTRATION AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (l) Buyer shall have received from ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ P.C., counsel for Sellers and the Company, an opinion with respect to the matters set forth in EXHIBIT F attached hereto, which shall be addressed to Buyer and Buyer's lenders, dated as of the Closing Date, and in form and substance reasonably satisfactory to Buyer and Buyer's lenders; (m) The Company shall have obtained releases of all consentsLiens (other than any Permitted Liens) relating to the assets and properties of the Company and the Company shall have obtained and delivered to Buyer and Buyer's lenders payoff letters with respect to all Indebtedness for borrowed money outstanding as of the Closing (in each case on terms and conditions satisfactory to Buyer); (n) The Stock Purchase Agreement, approvals or waivers dated December 23, 1996, by and among the Company, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, as trustee shall have been terminated in its entirety; (o) The Company shall have assigned the Sprint Las Vegas Receivables to the Sellers; and (p) At the Closing, Sellers shall have delivered to Buyer (i) a certificate signed by the Company, dated the date of the Closing, stating that the conditions specified in subsections (a) through (o) above (other than subsections (f), (g) and (l) above) have been satisfied as of the Closing; (ii) a certificate from governmental authorities Sellers and third persons necessary for the Company indicating their good faith estimates of (A) the Closing Indebtedness, (B) the Closing Tax Liability, (C) the Closing Net Worth, (D) the Closing Net Current Assets and the resulting Purchase Price; (iii) copies of all Third-Party Approvals and Governmental Approvals; (iv) certified copies of the resolutions of the Company's board of directors authorizing the execution, delivery and performance of this Agreement and the Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) the resignations, all without material cost effective as of the Closing, of each director of the Company; (vi) good standing certificates for each of the Company and its Subsidiaries from their respective jurisdictions of incorporation and each jurisdiction in which the Company and its Subsidiaries is qualified to do business as a foreign corporation, in each case dated as of a recent date prior to the Company; H. Closing Date; and (vii) such other documents or instruments as are required to be delivered by Sellers or the Company at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby. All proceedings to be taken by Sellers and the Company in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may be reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel satisfactory in form and substance satisfactory to Buyer and its special counsel. Any condition specified in this Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly executed by Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase make the Securities on deliveries required of Buyer at the Closing Date pursuant shall be subject to this Agreement is conditioned uponthe satisfaction or waiver by Buyer of each of the following conditions: A. Delivery by the Company 4.2.1 Buyer shall have performed or tendered performance in all material respects of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O covenants on Buyer's nominee);part to be performed which, by their terms, are intended to be performed before the Closing. B. The accuracy on the Closing Date of the 4.2.2 All representations and warranties of Seller contained herein shall be true and correct as of the Company contained in this Agreement date when made and shall be deemed to be made again as if made on of the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured true and correct in all material respects at and as of such specified date) time. 4.2.3 Seller shall have executed and be prepared to deliver to Buyer the performance by Assignment of Leases. 4.2.4 Seller shall have delivered, or shall be prepared to deliver at the Company in Closing, all respects on or before the Closing Date other documents required of all covenants and agreements of the Company required Seller to be performed by it pursuant delivered at the Closing. 4.2.5 All applicable waiting periods relating to this Agreement on the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 shall have expired or before the Closing Datebeen terminated and any proceedings that may have been filed or instituted thereunder shall have been satisfactorily concluded. 4.2.6 No action, all of which suit or other proceedings shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) pending before any general suspension of trading incourt, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public tribunal or governmental authority restraining, enjoining seeking to restrain or otherwise prohibiting any prohibit the consummation of the transactions contemplated by this Agreement;, or seeking to obtain substantial damages in respect thereof, or involving a claim that consummation thereof would result in the violation of any law, decree or regulation of any governmental authority having appropriate jurisdiction. G. 4.2.7 The Company Bankruptcy Court shall have obtained all consents, approvals or waivers from governmental authorities entered the Procedure Order in accordance with Section 8.4.1 below and third persons necessary for the execution, delivery Sale Approval Order in accordance with Section 8.4.2 below and performance the Sale Approval Order shall not have been stayed as of the Documents and the transactions contemplated thereby, all without material cost to the Company;Closing Date. H. 4.2.8 Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel entered into employment contracts in form and substance satisfactory to Buyer J. Reimbursement it in its reasonable judgment which will become effective upon the consummation of Buyer's legal fees in the amount Closing with the following current employees of $5,000Seller: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, R. ▇▇▇ ▇▇▇▇▇, D. ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇; provided however that this condition will be deemed to have been satisfied if Buyer has not delivered, at least two days prior to the hearing on the Procedure Order, a written notice to Seller that such condition has not been satisfied.

Conditions to Buyer’s Obligations. The Company understands that Buyer's B▇▇▇▇’s obligation to purchase make the Securities on deliveries required of Buyer at the Closing Date pursuant and otherwise consummate the contemplated Transactions shall be subject to the satisfaction of each of the following conditions (unless such condition is waived in writing by B▇▇▇▇): (a) the Sale Order shall become a Final Order within forty-five (45) days after the date of this Agreement is conditioned upon: A. Delivery by (the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee“Outside Date”); B. The accuracy on the Closing Date (b) all of the representations and warranties of the Company Seller Parties contained in this Agreement as if herein shall continue to be true, correct, and complete when made on and at the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified datethe extent expressly made with respect to another date or period, in which case such accuracy it shall be measured true, correct, and complete as of such specified other date) in all material respects, and the Seller Parties shall have substantially performed or tendered performance of each and every covenant on the part of such Seller Party to be performed which, by the Company in all respects on its terms, is required to be performed at or before the Closing Date (including the Seller Parties’ performance, in all respects, of their covenants hereunder to sell, assign, transfer, convey, and deliver to Buyer all of the Seller Parties’ respective right, title, and interest in and to all Purchased Assets free and clear of all covenants and agreements Encumbrances); (c) the Seller Parties shall have tendered delivery of the Company all items required to be performed delivered by it pursuant to this Agreement on or before the Closing Date, all of which Seller Parties under Section 4.5(a); and (d) no Action that is not stayed by the Bankruptcy Court shall be confirmed pending before any Governmental Authority seeking to Buyer by delivery restrain or prohibit the consummation of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading incontemplated Transactions, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments seeking to obtain substantial damages in respect of banks thereof, or involving a claim that consummation thereof would result in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ violation of any court or public or governmental authority restraining, enjoining or otherwise prohibiting Law of any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Governmental Authority having appropriate jurisdiction.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to ’s obligations under this Agreement is conditioned upon: A. Delivery by are subject to the Company of the Debenturesatisfaction, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for as otherwise provided below), of each of the following conditions, any of which may be waived in writing by ▇▇▇▇▇: 5.1.1 The Company and Seller shall have, in all material respects, complied with and performed all their respective obligations under this Agreement and the Related Agreements. 5.1.2 All representations of Seller in this Agreement and warranties which, by their express terms, speak the Related Agreements shall be true and complete as of and relate to a specified date, in which case such accuracy shall be measured the date when given (or as of such other date specified datein such representation) and on the performance Closing Date with the same effect as though such representations had been made on and as of the Closing Date (or as of such other date specified in such representation). 5.1.3 All consents, approvals and waivers (including the approvals from the OEMs) required to consummate the transaction contemplated by this Agreement and the Related Agreements will have been obtained in writing by the Company in all respects on and provided to Buyer without any penalty or before the Closing Date of all covenants and agreements condition which is adverse to Buyer. ▇▇▇▇▇ will have received evidence of the Company required to be performed by it pursuant to due authorization and execution of this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel and Seller in form and substance satisfactory to Buyer. The Buyer shall have received the OEM Approvals and written approval from the Penske Automotive Group, Inc. Board of Directors (the “Board Approval”). J. Reimbursement 5.1.4 No action, suit, or proceeding shall be pending, or threatened, before any court or quasi-judicial or administrative agency of Buyer's legal fees any federal, state, local, or foreign jurisdiction, or before any arbitrator, wherein an unfavorable injunction, judgment, order, decree, ruling, or charge would (i) prevent consummation of the transaction contemplated by this Agreement, (ii) cause the transaction contemplated by this Agreement to be rescinded following consummation, or (iii) affect adversely the right of Buyer to acquire the Shares or operate the former business of the Company as it has been historically conducted (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect). 5.1.5 Buyer shall have received all necessary approvals and licenses from the Commonwealth of Massachusetts and any regulatory body thereof that are required to operate the Dealership in the amount ordinary course consistent with past practice. 5.1.6 There will not have been any material adverse change in the financial condition, business, operations or prospects of $5,000the Dealership, or in the condition of the Real Property, that is not capable of being resolved pursuant to Article 7 below. 5.1.7 Buyer shall have received all of the Seller’s deliverables set forth in Section 2.3 above. 5.1.8 Buyer shall have received evidence satisfactory to Buyer that the Promissory Notes have been satisfied and discharged in full. 5.1.9 Buyer shall have received evidence satisfactory to Buyer that the Company’s DMS Agreement (including all ancillary agreements related thereto) has been terminated effective as of the Closing Date. 5.1.10 Neither OEM shall have exercised its right of first refusal with respect to this Agreement or the transactions contemplated hereby.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations to effect the purchase the Securities on the Closing Date pursuant to and assumption transaction contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement shall be true in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all covenants its obligations and agreements of the Company required to be performed prior to the Closing Date under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by it pursuant to any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the purchase and assumption transaction contemplated by this Agreement shall be in effect, nor shall any proceeding by any bank regulatory authority or other governmental agency seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the purchase and assumption transaction contemplated by this Agreement which makes the consummation of such transaction illegal; (d) All necessary regulatory approvals, consents, authorizations and other approvals required by law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form reasonably satisfactory to Buyer, and all waiting periods required by law shall have expired; (e) Buyer shall have received all documents required to be received from Seller on or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance reasonably satisfactory to Buyer; and J. Reimbursement (f) Buyer shall have accepted the status of Buyer's legal fees title as reflected in the amount of $5,000commitments for title insurance or title opinions (as such commitments or opinions may have been modified) delivered by Seller pursuant to Section 5.04 hereof.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities transactions contemplated hereby on the Closing Date pursuant are subject to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Buyer to the extent permitted by Applicable Law; provided, however, that to the extent any Seller or any Company is incapable of satisfying any of the conditions in Sections 9.1(a), 9.1(b), 9.1(c) and 9.1(e) of this Article IX, Buyer shall either (i) waive such condition or conditions and release, in writing, any claim under this Agreement with respect to such condition or conditions, or (ii) refuse to consummate the transactions contemplated hereby and release, in writing, Sellers from any further obligation under this Agreement: (a) (i) The representations and warranties of Sellers set forth in this Agreement shall be true and correct in all material respects (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement; (ii) the representations and warranties of Sellers set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) as of the Closing Date as though made on and as of the Closing Date (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period), except where the aggregate result of all events, occurrences, facts, circumstances, violations, developments, changes or effects that cause such representations or warranties not to be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) does not have and would not reasonably be expected to have a Material Adverse Effect on Sellers or the Companies; (iii) Sellers shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date and (iv) each Seller shall have executed and delivered to Buyer a certificate to the effect set forth in clauses (i), (ii) and (iii) above. (i) The representations and warranties of the Companies set forth in this Agreement shall be true and correct in all material respects (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement; (ii) the representations and warranties of the Company contained Companies set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation or qualification as if to materiality or Material Adverse Effect contained therein, other than in the case of Section 5.9(b)) as of the Closing Date as though made on and as of the Closing Date (except for representations that any such representation and warranties which, by their express terms, speak warranty that is given as of a particular date or period and relate relates solely to a specified date, in which case such accuracy particular date or period shall be measured true and correct only as of such specified date) date or period), except where the aggregate result of all events, occurrences, facts, circumstances, violations, developments, changes or effects that cause such representations or warranties not to be true and the performance by the Company correct in all respects on (without giving effect to any limitation or before qualification as to materiality or Material Adverse Effect contained therein, other than in the Closing Date case of all covenants Section 5.9(b)) does not have and agreements of the Company required would not reasonably be expected to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock have a Material Adverse Effect on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, Companies; (iii) the commencement of a warCompanies shall have performed and complied in all material respects with all agreements, armed hostilities covenants, obligations and conditions required by this Agreement to be performed or other international complied with by the Companies on or national calamity directly or indirectly involving prior to the United States or any of its territories, protectorates or possessions or Closing Date; and (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Companies shall have delivered to Buyer reimbursement a certificate executed by a duly authorized officer of Buyer's reasonable out-of-pocket costs each of the Companies to the effect set forth in clauses (i), (ii) and expenses incurred in connection with the transactions contemplated by this Agreement;(iii) above. F. (c) There shall not have occurred since December 31, 2006 any Material Adverse Effect on the Companies or any event that would reasonably be in effect any Law, expected to have a Material Adverse Effect on the Companies. (d) (i) No order, ruling, judgment injunction or writ decree issued by any Governmental Authority of any court competent jurisdiction or public other legal restraint or governmental authority restraining, enjoining or otherwise prohibiting any prohibition preventing the consummation of the transactions contemplated by this Agreement; G. The Company Agreement shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and be in effect; (ii) no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated therebyby this Agreement shall be pending; and, all without material cost to (iii) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits or makes illegal consummation of the Companytransactions contemplated hereby; H. Buyer (e) All approvals of Governmental Authorities, including the DOJ, FTC, RMA and TDI, required to consummate the transactions contemplated hereby shall have received been obtained and shall remain in full force and effect and all statutory waiting periods in respect thereof shall have expired; provided, however, that no such additional documentsapprovals shall contain any limitations, certificatesrequirements or conditions on Buyer or any Company, payment, assignments, transfers and other deliveries as it which have or its legal counsel may could reasonably request and as are customary be expected to effect have a closing of Material Adverse Effect on Buyer or a Material Adverse Effect on the matters herein contemplatedCompanies; I. Delivery by (f) On the Company of Closing Date, each Employee Seller shall have executed and delivered an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees employment agreement in the amount form attached hereto as Exhibit I (an “Employee Seller Employment Agreement”) and each Employee listed on Schedule 9.1(f) shall have executed and delivered an employment agreement in substantially the form attached hereto as Exhibit J (a “Non-Seller Employment Agreement”), and each such Employee Seller Employment Agreement and Non-Seller Employment Agreement shall be in full force and effect on the date thereof. Each counterparty to an Employee Seller Employment Agreement and Non-Seller Employment Agreement shall be an officer or employee of $5,000a Company serving in the position or positions specified in the applicable Employee Seller Employment Agreement or Non-Seller Employment Agreement and in compliance therewith; (g) Sellers and the Companies shall have made the deliveries required to be made by them under Sections 3.3(a) and 3.3(b), respectively; and (h) Neither the Companies nor any Seller shall have given to Buyer any notice pursuant to Section 7.9.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery subject to the satisfaction (or waiver by the Company Buyer in its sole discretion) of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects (except with respect to representations and warranties that are already qualified by materiality or Material Adverse Effect, all of which shall be confirmed true and correct in all respects) at and as of the Closing Date as though then made at and as of such time, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Sellers shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing; (c) Sellers shall have assigned to Buyer by delivery the agreements and permits specified in Schedule 1.3 (except as otherwise noted thereon); (d) Sellers shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the certificate Assets pursuant to the provisions of, any agreement, arrangement or undertaking of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium affecting Sellers or any suspension license, franchise or permit of payments in respect or affecting Sellers, other than those consents the failure of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There which to obtain would not having occurred any event or development, and there being in existence no condition, having or which be reasonably and foreseeably could likely to have a Material Adverse Effect; E. The Company (e) Sellers’ shareholders shall have approved this Agreement and the transactions contemplated hereby; (f) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Assets, or to compel Buyer or any of its subsidiaries to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, or (iii) seeking to invalidate or render unenforceable any material provision of this Agreement, or any of the other agreements attached as exhibits hereto (collectively, the “Related Agreements”); (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 7.1(f) hereof; (h) After the Latest Balance Sheet Date, there shall have been no damage, destruction or loss of or to any of the Assets, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a Material Adverse Effect; (i) Buyer shall have received from counsel for Sellers a written opinion, dated as of the Closing Date, addressed to Buyer and reasonably satisfactory to Buyer’s counsel, in form and substance substantially as set forth in Exhibit E hereto; (j) On the Closing Date, Sellers shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: (i) The ▇▇▇▇ of Sale, executed by Sellers, and expenses incurred in connection with the transactions contemplated by this Agreementsuch other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.2 hereof; F. There shall not be (ii) A certificate of an officer of each Seller to the best knowledge of Seller substantially in effect any Lawthe form set forth in Exhibit F hereto, orderdated the Closing Date, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (iii) Copies of the transactions contemplated by this Agreementthird party and governmental consents and approvals referred to in subsection (d) above; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities (iv) A copy of the text of the resolutions adopted by the board of directors and third persons necessary for shareholders of Sellers authorizing the execution, delivery and performance of this Agreement and the Documents and consummation of all of the transactions contemplated therebyhereby; along with a certificate executed on behalf of each Seller, all without material cost by its corporate secretary certifying to Buyer that such copy is a true, correct and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded, and certifying the signature and office of each officer executing this Agreement or any of the Related Agreements; (v) Copies, duly executed by Sellers and any other appropriate parties, of assignments and assumptions of Leases or other appropriate documents for the Leased Real Property; (vi) An executed copy of each of the Related Agreements required to be executed by Sellers; (vii) Each of Sellers shall provide, at or prior to the Company;Closing, an executed certification in form and substance reasonably satisfactory to Buyer, duly executed and signed under penalties of perjury, certifying facts that would exempt from any withholding requirement under Section 1445 of the Code and applicable Treasury Regulations any payments for United States real property interests, if any, being transferred pursuant to this Agreement; and H. (viii) Such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby, including receipts or other evidence reasonably satisfactory to Buyer from the taxing authority of the State of Oklahoma and the State of California, evidencing payment in full by Sellers of all sales and use taxes imposed by the State of Oklahoma and the State of California on Sellers prior to the Closing Date. (k) GDI shall have assigned to Buyer on a quitclaim basis all of its rights to enforce the obligations of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as promisor arising from and after the Closing Date under the ▇▇▇▇▇▇▇ Noncompetition Agreement; and (l) Buyer shall have received such additional documentsUCC-3 or other releases as necessary to release all liens, certificatesclaims, paymentencumbrances and security interests in the Assets, assignments, transfers except for security interests and other deliveries as it or its legal counsel may reasonably request and as are customary liens relating to effect a closing of the matters herein contemplated; I. Delivery liabilities to be assumed by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory Buyer pursuant to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Section 1.3.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities Debentures on the Closing Date pursuant to this Agreement is conditioned upon: A. a. Delivery by the Company to the Escrow Agent of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Debentures to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. b. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. c. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, to the effect set forth in Annex IV attached hereto. d. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNASDAQ Small Capitalization Market System, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. e. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably forseeably could have a Material Adverse Effect;. E. f. The Company shall have delivered to Buyer (as provided in the Joint Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;Agreement (including the fees and disbursements of Buyer's legal counsel not to exceed $42,500), upon submission by Buyer to the Company of appropriate documentary evidence of such out-of-pocket costs and expenses. F. g. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company make payment of the Debenture, Purchase Price and other sums provided for herein and to close the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date transactions contemplated hereby are subject to satisfaction in full of each of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date following conditions (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date“Buyer’s Conditions”) and the performance by the Company in all respects on or before the Closing Date or as otherwise provided in this Agreement: (a) Seller’s representations and warranties set forth in Section 5 of this Agreement shall have been true and correct in all covenants material respects when made and agreements shall be true and correct in all material respects at and as of the Company required Closing as if such representations and warranties were made as of the Closing. (b) All covenants, conditions and other obligations under this Agreement that are to be performed or complied with by it pursuant to this Agreement Seller shall have been fully performed and complied with in all material respects on or before prior to the Closing DateClosing, all of which shall be confirmed to Buyer by including, without limitation, the delivery of the certificate fully executed instruments and documents in accordance with Section 8.2. (c) There shall be no pending Litigation against Buyer or Seller for the purpose of enjoining or preventing the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date consummation of this Agreement, a material acceleration or worsening thereof;otherwise claiming that this Agreement or the consummation hereof is illegal. D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company (d) Seller shall have delivered to Buyer reimbursement a certificate executed by a duly authorized executive officer of Buyer's reasonable out-of-pocket costs and expenses incurred Seller in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Lawform of Exhibit D, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;effect that the conditions set forth in subsections (a) and (b) of this Section 10.2 have been satisfied. H. (e) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary an affidavit to the effect that Seller is not a closing foreign person for purposes of the matters herein contemplated;withholding provision of Section 1445 of the Internal Revenue Code of 1986 or, to the extent such withholding is required, instructions as to the required withholding. I. Delivery by (f) Seller shall have caused the Company of an enforceability opinion from its outside counsel in form Management Agreement and substance satisfactory the Percentage Lease for the Hotel to be terminated at no cost to Buyer. J. Reimbursement (g) The Title Company is prepared to issue the Title Policy. (h) Buyer shall have received all necessary consents to the assignment of the Ground Lease. Buyer's legal fees ’s Conditions are solely for the benefit of Buyer and may be waived only by Buyer. Any such waiver or waivers shall be in the amount of $5,000writing and shall be delivered to Seller.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions as of the Closing Date: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company Partnership contained in this Agreement as if made on the Closing Date herein shall be true and correct (except for representations without giving effect to any materiality, “Material Adverse Effect” or similar qualification) at and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this AgreementAgreement and at and as of the Closing Date as though then made (other than those representations and warranties made as of a particular date, a material acceleration or worsening thereof; D. There not having occurred any event or developmentwhich shall be true and correct at and as of such date), except where the failure of such representations and there being warranties to be so true and correct would not, in existence no conditionthe aggregate, having or which reasonably and foreseeably could have a Material Adverse Effect; E. (b) The Company Partnership shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing; (c) The applicable waiting period under the HSR Act shall have expired or have been terminated; (d) No judgment, decree or order shall have been entered which would prevent the performance of this Agreement or the consummation of any material part of the transactions contemplated hereby, declare void or unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (e) The Partnership shall have delivered to Buyer reimbursement each of Buyer's reasonable out-of-pocket costs the following: (i) a certificate of the Partnership in the form set forth in Exhibit B, dated the Closing Date, stating that the conditions specified in subsections 3.01(a) and expenses incurred in connection with the transactions contemplated by this Agreement(b) above have been satisfied; F. There shall not be (ii) the payoff letters relating to the repayment of the Indebtedness pursuant to Section 2.05(c) above, together with UCC-3 termination statements or similar documents evidencing the termination of all liens, security interests and other encumbrances held by the lenders under the Indebtedness along with share certificates and stock powers (if any) in effect any Law, order, ruling, judgment or writ respect of any court equity interests in TCC, the Partnership, TWP LLC, BC1 or public BC2 or governmental authority restraining, enjoining or otherwise prohibiting any their Subsidiaries which are subject to security in favor of the transactions contemplated by this Agreementlenders under the Indebtedness; G. The Company shall have obtained all consents(iii) a copy of the Certificate of Limited Partnership of the Partnership certified by the Secretary of State of the State of Delaware and a certificate of good standing from Delaware, approvals or waivers from governmental authorities in each case dated within five business days of the Closing Date; (iv) certified copies of the resolutions duly adopted by the Partnership’s General Partner and third persons necessary for the requisite number of the Partnership’s Limited Partners authorizing its execution, delivery and performance of the Documents this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; and (v) an affidavit of the Partnership certifying that 50 percent or more of the value of the gross assets of the Partnership does not consist of U.S. real property interests, all without material cost to the Companyand otherwise complying with Treasury Regulation Section 1.1445-11T(d)(2); H. Buyer (f) The Related Transactions shall have occurred; provided, however, that if one or more of the Recapitalization Transactions does not occur at the request, or with the consent, of Buyer, such failure shall not constitute a failure of this condition; (g) The Partnership shall have terminated those contracts and agreements listed on the Terminated Contracts Schedule; (h) Yell shall have received such additional documentsShareholder Approval; (i) Financing shall be available to Yell under the Definitive Financing Documents (or replacement facility contemplated by Section 7.03) sufficient (together with other available cash) to allow Buyer to pay the Merger Consideration and Buyer’s related costs (it being understood that Buyer may not assert this condition in the event Yell, certificatesBuyer or Merger Sub has breached its obligation under Section 7.03); and (j) There shall have been no events, paymentchanges or effects, assignmentsindividually or in the aggregate, transfers with respect to the Partnership and other deliveries its Subsidiaries taken as it a whole having, or its legal counsel may that would reasonably request and be expected to have, a Material Adverse Effect. If the Closing occurs, all closing conditions set forth in this Section 3.01 which have not been fully satisfied as are customary to effect a closing of the matters herein contemplated; I. Delivery Closing shall be deemed to have been fully waived by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or prior to the Closing Date: A. Delivery by the Company (a) The representations and warranties in Article V hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Debenture, the Conversion Warrant Closing and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties contained in Article V hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Company contained in this Agreement as if made on the Closing Date (except for representations Closing, and warranties which, by their express terms, speak as each of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) Seller and the performance by the Company shall have performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company agree ments required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of Seller and the Company hereunder prior to that effectthe Closing; C. There not having occurred (b) Seller and the Company shall have received or obtained all third-party consents and approvals that are necessary (i) any general suspension for the consummation of trading inthe transactions contemplated hereby or (ii) to prevent a breach of or default under, or limitation a termination, modification or acceleration of, any instrument, contract, lease, license or other agreement identified with an asterisk on prices listed forthe attached RESTRICTIONS SCHEDULE (collectively, the Common Stock "THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to Buyer; (c) Buyer and the OTCBB/Pink SheetCompany shall have received or obtained all governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the consummation of the transactions contemplated hereby or (ii) for Buyer to own the Shares and to operate the businesses of and control the Company following the Closing (including any required approvals from the State of Texas), in each case on terms and conditions reasonably satisfactory to Buyer (collectively, the "GOVERNMENTAL APPROVALS"); (d) No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Shares or operate the businesses of or control the Company or (iv) affect adversely the right of the Company to own its assets or control its businesses, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; G. (e) Since December 31, 1999, there shall have been no material adverse change, in the aggregate taking into account all changes, or development in the business, financial condition, value, operating results, assets, operations, business prospects, cash flow or customer, supplier or employee relations of the Company taken as a whole (as determined by Buyer in its sole discretion); (f) Buyer shall have completed and shall be satisfied in its reasonable discretion with the results of its and its attorneys', accountants' and other representatives' business, legal, accounting and financial due diligence investigation and evaluation of the Company (which investigation and evaluation shall include a review of the Company's relationships with key customers and suppliers, ongoing relationships with key employees (including Seller) and Intellectual Property Rights, as well as the Company's acquisition opportunities and any other matters as deemed appropriate by Buyer); (g) Buyer shall have obtained all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of the Company following the Closing (in each case on terms and conditions satisfactory to Buyer in its sole discretion); (h) Seller shall have delivered to the Company (i) all property owned by the Company that is currently used by any persons who are not full-time employees of the Company, and (ii) all credit cards issued in the name of the Company and used by any persons who are not full-time employees of the Company; (i) The Company shall have obtained and delivered to Buyer a letter of consent and estoppel certificate and landlord lien waiver from each lessor of the Leased Realty in form and substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel and such other endorsements and affidavits and related items as Buyer or Buyer's lenders may reasonably request; (j) The Company shall have terminated all consentsemployment agreements between the Company and its employees, approvals and each of Seller, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ shall have entered into an agreement for employment with the Company in forms substantially the same as those attached hereto as EXHIBIT A-1 (in the case of Seller) and EXHIBIT A-2 (in the case of Messrs. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇), respectively (the "EMPLOYMENT AGREEMENTS"), and all of such agreements shall be in full force and effect at the Closing; (k) Seller shall have entered into an executive stock purchase agreement with Buyer providing for the purchase of capital stock of Buyer, in form substantially the same as that attached hereto as EXHIBIT B (the "EXECUTIVE PURCHASE AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (l) Seller shall have entered into an Amended and Restated Stockholders Agreement among Buyer and the stockholders of Buyer dated December 21, 1999 and attached hereto as EXHIBIT C (the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (m) Seller shall have entered into an Amended and Restated Registration Agreement among Buyer and the stockholders of Buyer dated December 21, 1999 and attached hereto as EXHIBIT D (the "REGISTRATION AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (n) Buyer shall have received from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for Seller and the Company, an opinion with respect to the matters set forth in EXHIBIT E attached hereto, which shall be addressed to Buyer and Buyer's lenders, dated as of the Closing Date, and in form and substance reasonably satisfactory to Buyer and Buyer's lenders; (o) Buyer shall have received evidence (in form and substance satisfactory to Buyer) that the Company's and Seller's legal counsel, investment bankers, brokers, and other agents and representatives have been paid in full and that the Company has no liability to any of the Company's or waivers Seller's legal counsel, investment bankers, brokers, agents or representatives; (p) The Company shall have obtained releases of all Liens (other than any Permitted Liens) relating to the assets and properties of the Company and the Company shall have obtained and delivered to Buyer and Buyer's lenders payoff letters with respect to all Indebtedness for borrowed money outstanding as of the Closing (in each case on terms and conditions satisfactory to Buyer); (q) Seller or an Affiliate of Seller shall have entered into an agreement in the form substantially the same as that attached hereto as EXHIBIT G (the "LEASE AGREEMENT") for the lease to Buyer of the real property identified therein, providing for a five year initial term and an additional five year renewal term, and the Lease Agreement shall be in full force and effect at the Closing; (r) Seller and the Company shall have obtained and delivered to Buyer a letter of consent and an estoppel certificate and landlord lien waiver agreement from governmental authorities each lessor of Leased Realty in form and third persons necessary for substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel and such other related items as Buyer and Buyer's lenders may reasonably request; (s) Seller and the Company shall have delivered to Buyer copies of the Company's interim monthly and year-to-date financial statements pursuant to Section 4.11 below; (t) On the day immediately preceding the Closing Date, the Company shall have distributed the real property identified in EXHIBIT F attached hereto as a dividend or a redemption with respect to Seller's common stock in the Company; (u) At the Closing, Seller shall have delivered to Buyer (i) a certificate, dated the Closing Date, stating that the conditions specified in subsections (a) through (t) above (other than subsections (f), (g) and (n) above) have been satisfied as of the Closing; (ii) a certificate from Seller and the Company indicating their good faith and best estimates of the Price Adjustment Components and the resulting Purchase Price; (iii) copies of all Third-Party Approvals and Governmental Approvals; (iv) certified copies of the resolutions of the Company's board of directors authorizing the execution, delivery and performance of this Agreement and the Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) the resignations, all without material cost effective as of the Closing, of each director of the Company; (vi) good standing certificates for the Company from its jurisdiction of incorporation and each jurisdiction in which the Company is quali fied to do business as a foreign corporation, in each case dated as of a recent date prior to the Company; H. Closing Date; and (vii) such other documents or instruments as are required to be delivered by Seller or the Company at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby. All proceedings to be taken by Seller and the Company in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may be reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel satisfactory in form and substance satisfactory to Buyer and its special counsel. Any condition specified in this Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly executed by Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The ESI and the Company understands understand that Buyer's obligation to purchase the Securities Shares on the Closing Date pursuant to this Agreement is conditioned upon: A. a. Delivery by the Company to the Buyer of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Shares to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement less those Shares to be held in an escrow account; B. b. The accuracy on the Closing Date of the representations and warranties of ESI and the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by ESI and the Company in all material respects on or before the Closing Date of all covenants and agreements of ESI and the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. c. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock common stock of ESI or the Company on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. d. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably forseeably could have a Material Adverse Effect;Effect on the Company's business. E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. e. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company f. ESI shall have obtained completed the distribution of all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of its shares of the Documents and Company to ESI's shareholders (the transactions "Distribution") as contemplated thereby, all without material cost to by the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery Form 10SB filed by the Company of an enforceability opinion from its outside counsel in form with the Securities Exchange Commission on March 24, 2003 (the "Form 10SB") and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees there shall not have been any material adverse revisions or other changes in the amount Form 10SB between the date of $5,000its initial filing with the SEC and the date of its effectiveness g. Each of the Option, the Standstill Agreement, the Stockholder Agreement and the Debenture shall have been fully executed by each of the parties.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective; B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetAmex, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel), of $30,000; F. H. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. I. Delivery by the Company of irrevocable instructions to the Company's transfer agent to reserve (1) any remaining shares of Common Stock which were reserved in the Prior Transaction for issuance of Common Stock of the Conversion Shares and Warrant Shares and (2) an additional 3,500,000 shares of Common Stock for issuance of the Conversion Shares and the Warrant Shares; J. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;; and H. K. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective; B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured determined as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetAmex, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel); F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;; and G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance I. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 3,500,000 shares of Common Stock for issuance of the matters herein contemplated; I. Delivery by Conversion Shares and the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities Debentures on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to the Escrow Agent of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Debentures to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer, to the effect set forth in ANNEX IV attached hereto. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNASDAQ, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;. E. F. The Company shall have delivered to Buyer (as provided in the Joint Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;Agreement (including reasonable fees and disbursements of Buyer's legal counsel not to exceed $30,000), upon submission by Buyer to the Company of appropriate documentary evidence of such out-of-pocket costs and expenses. F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase the Securities on consummate the Closing Date pursuant are subject to this Agreement is conditioned uponthe satisfaction (or waiver by Buyer) of the following conditions: A. Delivery by (a) Except for the Company of the Debenturerepresentations and warranties contained in Section 3.12, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained Seller made in this Agreement that are qualified as if made on to materiality or Material Adverse Effect shall be true and correct as of the Closing Date (as though made as of such time, except for to the extent such representations and warranties which, by their express terms, speak as of and expressly relate to a specified date, an earlier date (in which case such accuracy representations and warranties shall be measured true and correct in all material respects on and as of such specified earlier date) ). The representations and the performance by the Company warranties of Seller made in this Agreement that are not qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects as of the time of the Closing as though made as of such time, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date). Seller shall have performed or before the Closing Date of complied in all material respects with all obligations and covenants and agreements of the Company required by this Agreement to be performed or complied with by it pursuant to this Agreement on or before Seller by the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company . Seller shall have delivered to Buyer reimbursement a certificate dated the Closing Date and signed by the chief executive officer or chief financial officer of Buyer's reasonable out-Seller confirming the foregoing. (b) No provision of any applicable statute, rule, regulation, executive order, decree, temporary restraining order, judgment, preliminary or permanent injunction or other order enacted, entered, promulgated, enforced or issued by any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (a "Governmental Entity") shall be in effect that (x) prevents the sale and purchase of the Purchased Assets or any of the other transactions contemplated by this Agreement, (y) would adversely affect or interfere with the operation of the Business as currently conducted after the Closing, or (z) would require Buyer or any of its Affiliates to sell or otherwise dispose of-pocket costs , hold separate or otherwise divest itself of, or operate in any particular manner, any of the Purchased Assets or any of the assets, properties or business of Buyer or any of its Affiliates. (c) There shall not be pending or threatened by any Governmental Entity any suit, action or proceeding, (i) challenging or seeking to restrain, prohibit, alter or materially delay the sale and expenses incurred purchase of the Purchased Assets or any of the other transactions contemplated by this Agreement, or seeking to obtain from Buyer or any of its Affiliates in connection with the sale and purchase of the Purchased Assets any material damages or (ii) seeking to prohibit Buyer or any of its Affiliates from effectively controlling or operating a material portion of the Business or the Purchased Assets. (d) The waiting period under the HSR Act relating to the transactions contemplated by this Agreement;Agreement shall have expired or been terminated. F. There (e) Since the date hereof, there shall not be have been any material adverse change in effect the condition or operation of the property, equipment or any Law, order, ruling, judgment plant of Seller. (f) The conditions to the effectiveness of the Agreement between Buyer and Vitro S.A. dated as of the date hereof (the "Vitro-Saint Gobain Agreement") shall have been satisfied or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any waived and assuming the consummation of the transactions contemplated by this Agreement;, the Vitro-Saint Gobain Agreement shall be in full force and effect. G. (g) The Company Bankruptcy Court shall have issued the Sale Order on or prior to December 15, 1996, and the Sale Order shall not be subject to any stay. (i) The provisions of the master and local collective bargaining agreements covering employees of Seller and its subsidiaries relating to work rules shall have been amended to reflect prevailing industry standards and (ii) any retroactive (but not prospective) payments of wage increases forfeited in prior periods under such agreements as a result of the consummation of the transactions contemplated hereby shall have been waived or the Bankruptcy Court shall have issued an order, not subject to stay, that Seller may assign and Buyer may assume such collective bargaining agreements without any acceleration of the deferred wage increases negotiated under the current agreements. (i) Buyer shall have obtained all consentsthe consent of each of Coors Brewing Company ("Coors"), approvals The ▇▇▇▇▇ Brewery Company ("Strohs"), and the parties (other than Seller) to the agreements listed on Schedule 10.01, or waivers from governmental authorities the Bankruptcy Court shall have issued an order, that Seller's supply agreements with each of Coors and third persons necessary for Strohs and the executionagreements listed on Schedule 10.01, delivery and performance will not be terminated or materially altered as a result of the Documents and the transactions contemplated therebyhereby. (j) Buyer shall have obtained the consent of ▇▇▇▇▇-Illinois, all without material cost or the Bankruptcy Court shall have entered an order, not subject to any stay, (i) enabling Buyer to make full use of the existing Seller equipment and technology covered by the ▇▇▇▇▇-Illinois Technical Assistance Agreement for a period of time equal to the earlier of the useful life of such equipment and eight years, (ii) enabling Buyer to purchase complementary equipment (of a type being used by Seller prior to the filing of the Petition) for ongoing projects at current prices and to purchase spare parts at commercially reasonable prices, (iii) providing for the termination of the ▇▇▇▇▇-Illinois Technical Assistance License Agreement as of the Closing Date and (iv) providing for a phase-out over five years of the licensing fee payable by Buyer to ▇▇▇▇▇-Illinois, in each case, on terms reasonably satisfactory to Buyer. (k) Buyer, at its expense, shall have received for each of the Fee Properties: (I) an ALTA (or local equivalent) owner's extended coverage policy of title insurance issued by a title company satisfactory to Buyer and dated the Closing Date insuring the Company;'s or its subsidiaries' title to such Fee Property in an amount not exceeding the allocated portion of the Purchase Price applicable thereto and free and clear of all Liens and other exceptions to or exclusions from coverage other than Permitted Liens. Without limiting the foregoing, no such title insurance policy shall create an exception for or exclusion from the coverage of such policy or from the liability of the title company on account of acts or omissions of Seller or its subsidiaries or facts known to the insured (or to its or their current or former directors, stockholders, partners, officers, agents or employees) where such acts or omissions occurred prior to the Closing Date. Each such title insurance policy shall contain, where obtainable in the particular jurisdiction, ALTA (or local equivalent) zoning, comprehensive, survey, contiguity (where appropriate), nonimputation and public-street access endorsements and otherwise be in form and substance reasonably satisfactory to counsel for Buyer; and H. (II) a survey of such Fee Property dated no earlier than six months prior to the date hereof, prepared in insurable form in accordance with standards applicable to registered and licensed land surveyors making surveys in the jurisdiction in which the Fee Property is located. Each survey shall be certified to Buyer and the title company and shall show (A) the courses and distances of all boundary lines of the Fee Property (including appurtenant easements), (B) the location of all improvements situated on or above such parcel and on or above any easements or rights of way affecting the Fee Property, (C) all encroachments of adjoining improvements onto such Fee Property, (D) all encroachments of improvements onto any adjoining property, (E) the location of all easements and other rights burdening the Fee Property and all encroachments of improvements onto the areas of such easements, (F) the location of all roadways, alleys, rights of way and the like affecting the Fee Property, (G) all accessways from the Fee Property to public streets and (H) such other facts and conditions affecting the Fee Property as are appropriate, or as may have been reasonably requested by Buyer, to be shown on such survey. Each such survey shall otherwise be in form and substance reasonably satisfactory to counsel for Buyer. (l) The joint venture agreement with Coors shall have been amended (i) to eliminate or modify the provision of such joint venture agreement that requires Seller to purchase the production output of the Rocky Mountain Bottling Company in excess of the Coor's Golden, Colorado plant's volume requirements or (ii) to modify the transfer pricing provided in such joint venture agreement for the purchase by Seller of such excess production, in either case on terms reasonably satisfactory to Buyer; PROVIDED that representatives of Seller shall be invited and be given sufficient opportunity to attend or participate in any meetings or conversations with Coors. (m) The Bankruptcy Court shall have issued an order not subject to any stay providing for the assignment to Buyer of all of the leases relating to the Leased Property. (n) As of the Closing Date, (i) there shall be no material liabilities of Seller and its subsidiaries (including any of their respective predecessors) or of or relating to the Purchased Assets or the Business arising under or relating to any Environmental Law, except as disclosed on Schedule 3.12, and (ii) there shall have been no material adverse change in the items (or the related liabilities) disclosed on Schedule 3.12, taken as a whole. (o) Buyer shall have received such additional documentsin respect of each Fee Property and Leased Property located in the State of New Jersey, certificatesevidence of compliance by Seller with the requirements of the New Jersey Industrial Site Recovery Act, paymentwhich evidence shall be satisfactory to Buyer in its sole discretion and shall not impose upon Buyer any obligations or liabilities to which Buyer shall not have consented in writing prior to the Closing. (p) Buyer shall have received in respect of each Fee Property and Leased Property located in the State of Connecticut, assignmentsa Connecticut Transfer Form from Seller, transfers which form shall be satisfactory to Buyer in its sole discretion and shall not impose upon Buyer any obligations or liabilities to which Buyer shall not have consented in writing prior to the Closing. (q) Without limiting any conditions set forth in Sections 10.01(o) and 10.01(p), Seller shall have complied with all applicable environmental notification statutes, laws and regulations unless failure to do so would not have a Material Adverse Effect. (r) Buyer shall have received an agreement or agreements among Seller, Buyer, Landlord and Citicorp with respect to the Headquarters Lease that acknowledges and provides that (i) Seller has assumed the Headquarters Lease, cured all defaults thereunder and satisfied all of its obligations thereunder pursuant to the Letter Agreement dated as of April 27, 1992 attached as Schedule 1 to the First Amendment to Lease; (ii) the Headquarters Lease is modified (A) to provide that the Purchase Option and the Termination Option may be exercised at any time to and including April 17, 1997 or 60 days after the Closing Date (whichever is later), that the purchase price under the Purchase Option is the unpaid principal amount of the Citicorp Loan and that the Liens securing the Citicorp Loan will be released upon closing and payment of the purchase price under the Purchase Option, (B) to provide that the expiration date of the Headquarters Lease and the date of payment of the Residual Value Guaranty Amount will be June 16, 1997 or 150 days after the Closing Date (whichever is later), (C) to provide that Seller, Buyer and Landlord do not need to negotiate the renewal terms pursuant to the Renewal Option and (D) to delete from the Lease the events of default in subparagraphs (12), (13), (14) and (15) and any other deliveries covenants, events of default and provisions that are personal to Seller; (iii) the Headquarters Lease, as it so modified, is assigned to Buyer or its legal counsel may reasonably request designee; (iv) Buyer or its designee assumes Seller's obligations under the Lease (including the obligation to pay monthly rent) after the Closing Date; and as are customary (v) Landlord and Citicorp consent to effect a closing the foregoing amendment, assignment and assumption of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel Headquarters Lease. The agreement or agreements required under this clause (r) shall be in form and substance reasonably satisfactory to Buyer J. Reimbursement of . Except for Buyer's legal fees and expenses, Buyer shall not be required to make any monetary payments to Landlord or Citicorp or otherwise in the amount of $5,000order to obtain such agreement or agreements.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on transactions contemplated by this Agreement is subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Articles III and IV shall be true and correct in all material respects at and as of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant as though then made and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on as though the Closing Date were substituted for the date of the this Agreement throughout such representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for other than those representations and warranties which, by their express terms, speak that address matters as of particular dates, which shall be true and relate correct at and as of such particular date), in each case, except to a specified date, the extent that such representations and warranties are qualified by terms such as "material" and "Material Adverse Effect," in which case such accuracy representations and warranties shall be measured have been true and correct in all respects at and as of such specified date; (b) The Company and the performance by the Company Sellers shall have performed and complied with, in all respects on or before material respects, all of the Closing Date of all covenants and agreements of the Company required to be performed and complied with by it pursuant to them under this Agreement on or before through the Closing DateClosing, all of except to the extent that such covenants and agreements are qualified by terms such as "material" and "Material Adverse Effect," in which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of case the Company to that effectand the Sellers shall have performed and complied with, in all respects, such covenants and agreements through the Closing; C. There not having occurred (c) All filings under the HSR Act shall have been made, and the applicable waiting periods, if any, thereunder shall have expired or been terminated; (i) any general suspension The submission of trading inthe notifications and applications described in Section 11.07, except for submission of the DOE Application, shall have been made in accordance with the provisions of Section 11.07, and Buyer shall not have received written or limitation on prices listed fordirect oral notice (x) from an employee, agent or representative of the Common Stock on DOE either that the OTCBB/Pink SheetDOE will not approve the DOE Application or that the DOE will approve the DOE Application, but subject to material adverse conditions, (iiy) from an employee, agent or 24 representative of the declaration government of a banking moratorium the Commonwealth of St. Kitts-Nevis that the St. Kitts Agreement will not remain in full force and effect in accordance with its terms after the consummation of the transactions contemplated hereby; or any suspension (z) from an employee, agent or representative of payments the government of the Commonwealth of Dominica that the teaching and clinical aspects of the Medical School's relationship with the Princess ▇▇▇▇▇▇▇▇ Hospital will not continue in respect of banks substantially the same manner and on substantially the same terms as set forth in the United StatesPrincess ▇▇▇▇▇▇▇▇ Hospital Agreement and, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of any of clauses (x), (y) or (z), such notice shall not have been rescinded by an applicable employee, agent or representative; (ii) Either the foregoing existing at approval of the date Dominica Medical Board shall have been obtained, which approval shall not be subject to any material adverse conditions, or written notice shall have been received from the Dominica Medical Board indicating that its approval will not be required prior to the Closing; (e) No action, suit or proceeding before any court or government body shall be pending or threatened in writing (where such threat is reasonably likely to result in an action, suit or proceeding) wherein an unfavorable judgment, decree, ruling, injunction or order would prevent the performance of this AgreementAgreement or the consummation of any of the transactions contemplated hereby, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with declare unlawful the transactions contemplated by this Agreement; F. There shall not , cause such transactions to be in effect any Lawrescinded, orderor materially and adversely affect the right of Buyer to own the Shares (and no such judgment, decree, ruling, judgment injunction or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of order shall be in effect); (f) The Stockholder Representatives and the transactions contemplated by this Escrow Agent shall have executed and delivered the Escrow Agreement; G. (g) The Company Company, the Sellers or the Stockholder Representatives (on behalf of the Sellers), as the case may be, shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance delivered to Buyer each of the Documents following: (i) a certificate of the Company in the form set forth in Exhibit B, dated the Closing Date, stating that the preconditions specified in subsections (a), (b) and the transactions contemplated thereby(e), all without material cost as they relate to the Company, have been satisfied; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on closing of the Closing Date pursuant to transaction contemplated in this Agreement is conditioned uponsubject to the satisfaction or waiver, at or before the Closing, of the following conditions set forth in this Section 6.1: A. Delivery by the Company (a) all filings, authorizations and approvals and consents set forth on in Section 6.1(a) of the DebentureDisclosure Letter shall have been made with or obtained from all applicable Persons; {P02534_X101.HTM;8} (b) there shall be no suit, action, investigation or proceeding pending or threatened before any Governmental Authority by which it is sought to restrain, delay, prohibit, invalidate, set aside or impose any conditions upon the Conversion Warrant Closing, in whole or in part, and the other Agreements (I/N/O Buyer no injunction, judgment, order, decree or I/N/O Buyer's nominee)ruling with respect thereto shall be in effect; B. The accuracy on (c) there shall not have been a Material Adverse Effect or any event or occurrence (including the Closing Date failure of the representations and warranties of the Company contained and Sellers, in this Agreement as if made on the Closing Date (except for representations aggregate, to be true and warranties which, by their express terms, speak correct as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of ) which shall would reasonably be confirmed likely to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company (d) Sellers, Sellers’ Representative and the Acquired Companies shall have delivered performed in all material respects all of the covenants and agreements required to Buyer reimbursement be performed by each of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with them hereunder prior to or at the transactions contemplated by this AgreementClosing; F. There (e) Buyer shall not be have received the following: (i) all agreements representing the Stock Options or Warrants, in effect any Laweach case, orderduly endorsed for transfer or accompanied by an appropriate instrument of assignment and transfer; (ii) all certificates for the Shares, rulingduly endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and transfer; (iii) the written resignation, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any effective as of the transactions contemplated by this AgreementClosing, of each director and officer of the Acquired Companies; G. The (iv) payoff letters in a commercially reasonable form with respect to the Repaid Closing Indebtedness, which letters provide for the release of all Liens relating to the Repaid Closing Indebtedness following satisfaction of the terms contained in such payoff letters through delivery of all documentation necessary to obtain releases of all Liens subject thereto, including appropriate UCC termination statements, or through authorization to prepare and file the same; (v) certificates of good standing as of the most recent practicable date from Secretary of State where each of the Acquired Companies is incorporated; (vi) a certificate of the secretary or other officer of the Company shall have obtained all consentscertifying: (A) the true and correct Charter Documents of the Company and the Subsidiary, approvals or waivers from governmental authorities as of the Closing; and third persons necessary for (B) copies of the resolutions duly adopted by the Board of Directors of the Company, authorizing the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of this Agreement and each Company Ancillary Agreement; (vii) evidence of termination of the Lincap Management Agreement; (viii) the audited consolidated financial statements of the Company as of and for the fiscal year ended December 31, 2004; and {P02534_X101.HTM;8} (ix) each other document reasonably requested by Buyer pursuant to this Agreement, including the Seller Ancillary Agreements and the Company Ancillary Agreements. Any agreement or document to be delivered to Buyer pursuant to this Section 6.1, the form of which is not attached to this Agreement as an enforceability opinion from its outside counsel exhibit, shall be in form and substance reasonably satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation ’s obligations to effect the purchase the Securities on the Closing Date pursuant to and assumption transaction contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement shall be true and correct in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all its obligations, covenants and agreements of the Company required to be performed prior to the Closing Date under this Agreement; (c) Seller has, to Buyer’s reasonable satisfaction, cooperated and assisted with arrangements and preparations for the conversion of data and services in the manner provided in Schedule H; (d) No temporary restraining order, preliminary or permanent injunction or other order issued by it pursuant to any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the purchase and assumption transaction contemplated by this Agreement shall be in effect, nor shall any proceeding by any bank regulatory authority or other governmental agency seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the purchase and assumption transaction contemplated by this Agreement which makes the consummation of such transaction illegal; (e) All necessary regulatory approvals, consents, authorizations and other approvals required by law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form and on terms and conditions reasonably satisfactory to Buyer, and all waiting periods required by law shall have expired; (f) Buyer shall have received all documents required to be received from Seller on or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance reasonably satisfactory to Buyer; J. Reimbursement (g) Buyer shall have accepted status of Buyer's legal fees title as reflected in the amount commitment(s) for title insurance delivered by Seller pursuant to Section 5.05 hereof; (h) Buyer shall not have elected to terminate this Agreement pursuant to Section 5.08 hereof; and (i) There shall not have been a Material Adverse Change in the business, operations, properties, assets or condition (financial or otherwise) of $5,000the Branch Offices. For purposes herein, a “Material Adverse Change” shall mean, with respect to the Branch Offices, any effect, change, condition or development that individually or in the aggregate is material and adverse to the business, operations, properties, assets or condition (financial or otherwise) of the Branch Offices; provided, however, that changes or developments in general economic conditions and/or conditions or legal or regulatory requirements that affect the banking industry generally shall not constitute a “Material Adverse Change.”

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities Debenture on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of the DebentureDebenture (which shall have been duly authorized, the Conversion Warrant issued and the other Agreements (I/N/O Buyer or executed I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. ; Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Buyer as to the matters set forth in Annex A; There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. ; There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. ; The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this Agreement; F. Agreement (including the fees and disbursements of Buyer's legal counsel); There shall not be in effect any Lawlaw, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. ; The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of this Agreement, the Documents Debenture, the Supplemental Debenture, the March Warrant, the August Warrant, the Supplemental Warrant and the Registration Rights Agreement and the transactions contemplated hereby and thereby, all without material cost to the Company; H. Company and Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities transactions contemplated hereby on the Closing Date pursuant are subject to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of each of the following conditions, any one or more of which may be waived in writing by Buyer to the extent permitted by Applicable Law: (i) The representations and warranties of Sellers set forth in this Agreement shall be true and correct in all material respects (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement; (ii) the representations and warranties of Sellers set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) as of the Closing Date as though made on and as of the Closing Date (except that any such representation and warranty that is given as of a particular date or period and relates solely to such particular date or period shall be true and correct only as of such date or period), except where the aggregate result of all events, occurrences, facts, circumstances, violations, developments, changes or effects that cause such representations or warranties not to be true and correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein) does not have and would not reasonably be expected to have a Material Adverse Effect on Sellers or the Company or the Acquired Company Subsidiaries; (iii) Sellers shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Sellers on or prior to the Closing Date and (iv) each Seller shall have executed and delivered to Buyer a certificate to the effect set forth in clauses (i), (ii) and (iii) above. (i) The representations and warranties of the Company set forth in this Agreement shall be true and correct in all material respects (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of the date of this Agreement; (ii) the representations and warranties of the Company contained set forth in this Agreement shall be true and correct in all respects (without giving effect to any limitation or qualification as if to materiality or Material Adverse Effect contained therein, other than in the case of Section 5.9(b)) as of the Closing Date as though made on and as of the Closing Date (except for representations that any such representation and warranties which, by their express terms, speak warranty that is given as of a particular date or period and relate relates solely to a specified date, in which case such accuracy particular date or period shall be measured true and correct only as of such specified date) date or period), except where the aggregate result of all events, occurrences, facts, circumstances, violations, developments, changes or effects that cause such representations or warranties not to be true and the performance by the Company correct in all respects (without giving effect to any limitation or qualification as to materiality or Material Adverse Effect contained therein, other than in the case of Section 5.9(b)) does not have and would not reasonably be expected to have a Material Adverse Effect on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Acquired Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, Subsidiaries; (iii) the commencement of a warCompany shall have performed and complied in all material respects with all agreements, armed hostilities covenants, obligations and conditions required by this Agreement to be performed or other international complied with by the Company on or national calamity directly or indirectly involving prior to the United States or any of its territories, protectorates or possessions or Closing Date and (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement a certificate executed by a duly authorized officer of Buyer's reasonable out-of-pocket costs the Company to the effect set forth in clauses (i), (ii) and expenses incurred in connection with the transactions contemplated by this Agreement;(iii) above. F. (c) There shall not have occurred since December 31, 2005 any Material Adverse Effect on the Company or the Acquired Company Subsidiaries or any event that would reasonably be in effect any Law, expected to have a Material Adverse Effect on the Company or the Acquired Company Subsidiaries. (d) (i) No order, ruling, judgment injunction or writ decree issued by any Governmental Authority of any court competent jurisdiction or public other legal restraint or governmental authority restraining, enjoining or otherwise prohibiting any prohibition preventing the consummation of the transactions contemplated by this AgreementAgreement shall be in effect; (ii) no proceeding initiated by any Governmental Authority seeking an injunction against the transactions contemplated by this Agreement shall be pending; and, (iii) no statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any Governmental Authority which prohibits or makes illegal consummation of the transactions contemplated hereby; G. The Company (e) All approvals of Governmental Authorities required to consummate the transactions contemplated hereby shall have been obtained and shall remain in full force and effect and all consentsstatutory waiting periods in respect thereof shall have expired, provided, however, that no such approvals shall contain any limitations, requirements or waivers from governmental authorities and third persons necessary for conditions on Buyer, the Company or any Acquired Company Subsidiary, which have or could reasonably be expected to have a Material Adverse Effect on Buyer or a Material Adverse Effect on the Company or the Acquired Company Subsidiaries; provided, further, that the condition set forth in this Section 9.1(e) shall be deemed to be satisfied if all approvals of Governmental Authorities required to consummate the transactions contemplated hereby, other than the execution, delivery and performance of the Documents Ancillary Agreement by the parties thereto, have been obtained and remain in full force and effect; (f) Each of the employment agreements contemplated by Section 7.14 shall have been executed and delivered and shall be in full force and effect and each individual listed on Schedule 7.14 shall be an officer or employee of the Company or the Acquired Company Subsidiaries serving in the position or positions specified in the applicable employment agreement; (g) Sellers and the transactions contemplated thereby, all without material cost to the Company; H. Buyer Company shall have received such additional documentsmade the deliveries required to be made by them under Sections 3.3(a) and 3.3(c), certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;respectively; and I. Delivery by (h) Neither the Company of an enforceability opinion from its outside counsel in form and substance satisfactory nor any Seller shall have given to Buyer J. Reimbursement of Buyer's legal fees in Buyer any notice pursuant to Section 7.9 within the amount of $5,000three (3) Business Days immediately preceding the Closing Date.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. : Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. ; The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. ; There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. ; There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. ; The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. ; There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article II hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures by Sellers or the Company of discoveries, events or occurrences arising on or after the date hereof), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Sellers shall have performed in all material respects all of which the covenants and agreements required to be performed and complied with by them under this Agreement prior to the Closing; (c) Sellers shall have obtained, or caused to be confirmed to Buyer by delivery obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the certificate Company's assets pursuant to the provisions of, any agreement, arrangement or undertaking of the chief executive officer of or affecting the Company to that effector Sellers or any license, franchise or permit of or affecting the Company or Sellers; C. (d) There shall not having occurred be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration business or assets of a banking moratorium the Company and its subsidiaries, or to compel Buyer or any suspension of payments in respect its subsidiaries or the Company to dispose of banks in or to hold separately all or a material portion of the United Statesbusiness or assets of Buyer and its subsidiaries or of the Company, as a result of the transactions contemplated hereby, (iii) seeking to require direct or indirect transfer or sale by Buyer of any of the commencement Shares, (iv) seeking to invalidate or render unenforceable any material provision of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States this Agreement or any of its territoriesthe Related Agreements, protectorates or possessions or (ivv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (e) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in the case any of the foregoing consequences referred to in Section 6.01(d) hereof; (f) Buyer shall not have discovered any fact or circumstance existing at as of the date of this AgreementAgreement which has not been disclosed to Buyer as of the date of this Agreement regarding the business, assets, properties, condition (financial or otherwise), results of operations or prospects of the Company which is, individually or in the aggregate with other such facts and circumstances, materially adverse to the Company or to the value of the Shares; (g) There shall have been no damage, destruction or loss of or to any property or properties owned or used by the Company, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material acceleration or worsening thereofadverse effect on the Company; D. There not having occurred any event or development(h) Buyer shall have received from counsel for the Company a written opinion, dated as of the Closing Date, addressed to Buyer and there being satisfactory to Buyer's counsel, in existence no condition, having or which reasonably form and foreseeably could have a Material Adverse Effectsubstance substantially as set forth in Exhibit D; E. (i) The Company shall have cancelled that certain U.S. Simply Business Premium Line Agreement with U.S. Bank and related Commercial Security Agreement and Commercial Guaranty and obtained a full release of any security interest of U.S. Bank in the assets of the Company; (j) On the Closing Date, Sellers shall have delivered to Buyer reimbursement all of Buyerthe following: (i) certificates of the officers of the Company or other persons satisfactory to Buyer substantially in the form set forth in Exhibit E attached hereto, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (ii) copies of the third party and governmental consents and approvals referred to in subsection (c) above; (iii) the option agreements issued to Sellers and the NonSeller OptionHolders representing all the Options, with agreement of sale and cancellation substantially in the form of the attached Exhibit F; (iv) the stock certificates issued to Sellers representing the Shares, duly endorsed for transfer or accompanied by a duly executed stock power, with requisite stock transfer stamps, if any, attached; (v) the Company's reasonable out-of-pocket costs minute books, stock transfer records, corporate seal and expenses incurred in connection other materials related to the Company's corporate administration; (vi) resignations (effective as of the Closing Date) from such of the Company's officers and members of the Company's Board of Directors as Buyer shall have requested prior to the Closing Date; (vii) a copy of the Articles of Incorporation of the Company, certified by the Secretary of State of the State of Oregon; (viii) a copy of the bylaws of the Company; along with certificates executed on behalf of the Company by its corporate secretary certifying to Buyer that such copies are true, correct and complete copies of such bylaws and that such bylaws were duly adopted and have not been amended or rescinded; (ix) an executed copy of each of the Related Agreements; (x) the Expense Certificate; and (xi) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated by this Agreement;hereby. F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any (k) Each of the transactions contemplated by this Agreement; G. The Company Principal Employees (as defined in Section 8.03) shall have obtained all consentsaccepted employment with Buyer, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to through the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may on terms reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory acceptable to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to counsel for Astor Capital, Inc., as agent for the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered authorized the Escrow Agent in the Release Notice annexed to Buyer reimbursement the Escrow Instructions to pay out of Buyer's reasonable the Gross Proceeds Buyers' out-of-pocket costs and expenses (not to exceed $10,000) incurred in connection with the transactions contemplated by this Agreement;the Preferred Stock and the Agreement (including the fees and disbursements of legal counsel). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance H. Delivery of the Documents and the transactions contemplated thereby, all without material cost Irrevocable Instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands that Buyer's ’s obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's ’s nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's ’s reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. ; The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. G. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. H. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer. J. I. Reimbursement of Buyer's ’s legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects following conditions on or before the Closing Date (it being understood that the following conditions are included for the exclusive benefit of the Buyer and may be waived, in whole or in part, in writing by the Buyer at any time): (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects (except those which are already subject to materiality in which case they shall be true) at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller shall have performed in all material respects all of the covenants and agreements of the Company required to be performed and complied with by it pursuant to under this Agreement on prior to the Closing; (c) Seller shall have assigned to Buyer the agreements and permits specified in Schedule 1.1(c), and any third-party consents required for such assignment shall have been obtained; (d) Seller shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby; (e) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Assets, or to compel Buyer or any of its subsidiaries to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto (collectively, the "Related Agreements"), or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (f) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 8.1(e) hereof; (g) Seller shall have completed and delivered to Buyer audited balance sheets, as of December 31, 2002 and December 31, 2001, of Seller's business and the audited statements of earnings, shareholders' equity and cash flows of its business for the years ended December 31, 2002 and December 31, 2001, which audited financial statements shall be based upon the information contained in the books and records of Seller and fairly present, in all material respects, the financial condition of its business as of the dates thereof and results of operations for the periods referred to therein, and such audited financial statements shall have been prepared in accordance with general accepted accounting principles, consistently applied throughout the periods indicated, and shall not be materially different than the unaudited balance sheet and statements of earnings, shareholders' equity and cash flows attached as Exhibit E; (h) On the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement all of Buyerthe following: (i) an executed copy of the Bill of Sale and such other instruments of conveyance, tr▇▇▇▇er, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.2 hereof; (ii) an executed copy of the Assignment and Assumption Agreement; (iii) an executed copy of the Escrow Agreement; (iv) an executed copy of the Security Agreement (as defined in Section 11.5); (v) an executed certificate substantially in the form set forth in Exhibit F attached hereto, dated the Closing Date, stating that the conditions precedent set forth in subsections (a), (b), (e) and (f) above have been satisfied; (vi) an executed certificate of the Secretary of the Seller certifying and attaching the constating documents of the Seller, certifying and attaching all requisite resolutions or actions of Seller's reasonable out-of-pocket costs members and expenses incurred in connection with board of managers approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency and signatures of the officers of the Seller executing this Agreement and any other document relating to the transactions; (vii) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (viii) an executed copy of an Indemnification Agreement from Gerald L. Trooien in the form of Exhibit G; (ix) an executed copy of each of the Related Agreements; (x) if required, completed and duly signed copy of the Private Placement Questionnaire and Undertaking, in the form attached as Schedule "A" to the Subscription Agreement; (xi) physical possession of all assets, to the extent applicable; and (xii) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby. (i) The Buyer having received shareholder approval of the closing of a US$3,000,000 private placement of units by the Buyer to Gerald Trooien or his nominee pursuant to an agreement dated th▇ ▇▇▇▇ ▇▇▇▇▇▇ between the Buyer and Gerald Trooien (the "Private Placement") and the transactions c▇▇▇▇▇▇▇▇▇▇▇ ▇▇ this Agreement; F. There shall not be (j) Receipt by the Buyer of a fairness opinion from its financial advisor, Agile Equity LLC, that the transaction contemplated in effect any Law, order, ruling, judgment or writ this Agreement is fair from a financial point of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any view to the shareholders of the transactions Buyer and such fairness opinion not having been withdrawn; (k) Receipt by the Buyer of approval of the Toronto Stock Exchange to the transaction contemplated by this herein and to the issuance of the units under the Subscription Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities (l) Execution of employment and third persons necessary for assignment of inventions and intellectual property agreements between the execution, delivery Buyer and performance employees of the Documents and Seller who are selected by the transactions contemplated therebyBuyer, all without material cost on terms satisfactory to the Company;Buyer at its sole discretion; and H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it (m) a certificate of good standing (or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery equivalent) issued by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000applicable corporate regulatory authority.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect;; 9 -------------- -------------- Initials Initials E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects at and as of the Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures by Seller of discoveries, events or occurrences arising on or after the date hereof), except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller shall have performed in all material respects all of which the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing; (c) Seller shall be confirmed have assigned to Buyer by delivery the agreements and permits specified in the Disclosure Schedule under the captions referencing Sections 4.14 and 4.23 (except as otherwise noted thereon); (d) Seller shall have obtained, or caused to be obtained, each consent and approval necessary in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the certificate Assets pursuant to the provisions of, any agreement, arrangement or undertaking of or affecting Seller or any license, franchise or permit of or affecting Seller, regardless of whether assigned to Seller pursuant to Section 8.01(c); (e) Buyer shall have been successful in obtaining the agreement of such of Seller's Business Employees, sales agents, sales representatives, distributors and dealers to become employees, sales agents, sales representatives, distributors and dealers of Buyer as Buyer reasonably concludes are necessary for the continued operation of the chief executive officer of the Company to that effect;Business. C. (f) There shall not having occurred be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration of a banking moratorium Assets, or to compel Buyer or any suspension of payments in respect its subsidiaries to dispose of banks in or to hold separately all or a material portion of the United Statesbusiness or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any material provision of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States this Agreement or any of its territoriesthe other agreements attached as exhibits hereto (collectively, protectorates or possessions and including the Services Agreement, the "Related Agreements"), or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in the case any of the foregoing consequences referred to in Section 8.01(f) hereof; (h) There shall be no material difference between the Latest Balance Sheet Trial Balance and the Closing Date Trial Balance (as defined in subsection (k)(vii) below); (i) Buyer shall not have discovered any fact or circumstance existing at as of the date of this AgreementAgreement which has not been disclosed to Buyer as of the date of this Agreement regarding the Business or Assets, which is, individually or in the aggregate with other such facts and circumstances, materially adverse to the value of the Assets or the Business, as determined by the Buyer in its reasonable discretion; (j) There shall have been no damage, destruction or loss of or to any of the Assets, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material acceleration adverse effect on the Assets or worsening thereofthe Business; D. There not having occurred any event or development(k) On the Closing Date, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: (i) the ▇▇▇▇ of Sale and expenses incurred in connection with such other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (ii) the transactions contemplated by this Assignment and Assumption Agreement; F. There shall not be (iii) certificates of the officers of Seller with the best knowledge of the Company or other persons satisfactory to Buyer substantially in effect any Lawthe form set forth in Exhibit G attached hereto, orderdated the Closing Date, rulingstating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (iv) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (v) a copy of the text of the resolutions adopted by the board of directors of Seller authorizing the execution, judgment or writ delivery and performance of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any this Agreement and the consummation of all of the transactions contemplated by this Agreement; along with a certificate executed on behalf of Seller, by its corporate secretary certifying to Buyer that such copy is a true, correct and complete copy of such resolutions, and that such resolutions were duly adopted and have not been amended or rescinded; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance (vi) an executed copy of each of the Documents and the transactions contemplated thereby, all without material cost to the CompanyRelated Agreements; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect (vii) a closing trial balance of accounts receivable of the matters herein contemplated; I. Delivery Business dated as of the close of business on the day before the Closing certified by the Company Chief Financial Officer of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in Seller (the amount of $5,000."Closing Date Trial Balance"); and

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, all of which : (a) The representations and warranties set forth in Article II and Article III hereof shall be confirmed to Buyer by delivery true and correct in all material respects at and as of the certificate Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the chief executive officer date hereof) shall only need to have been true on and as of the Company to that effectsuch date; C. There not having occurred (ib) any general suspension of trading in, or limitation on prices listed for, Seller and the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered performed in all material respects all of the covenants and agreements required to Buyer reimbursement of Buyer's reasonable out-of-pocket costs be performed and expenses incurred in connection complied with by it under this Agreement prior to the transactions contemplated by this AgreementClosing; F. (c) There shall not be in effect threatened, instituted or pending any Lawaction or proceeding, order, ruling, judgment or writ of before any court or public or governmental authority restrainingor agency, enjoining domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise prohibiting any directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (d) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 6.1(c) hereof (e) The Company and B. Rekencentra NV ("Rekencentra") shall have executed that certain Letter Agreement dated as of January 15, 2002 by and between the Company and Rekencentra (the "Rekencentra Letter Agreement") in the form of Exhibit 6.1(e); (f) All receivables of the Division as reflected on the Financial Statements (except for those receivables collected after January 1, 2002) shall have been properly assigned to the Company by the Seller, at the Buyer's judgment; (g) All material business contracts of the Division shall have been properly assigned to the Company by the Seller, at the Buyer's satisfaction, except for those contracts referred to in the Disclosure Schedule; (h) All employees of the Division reflected on Exhibit 3.7 attached hereto (except for those employees who may have voluntarily terminated employment after the date of execution of this Agreement) shall have been effectively conveyed and transferred to the Company; G. (i) The domain names "DIRECTACCESS2.COM", "ALLIEDTOURSTIMESQUARE.COM", "TIME2.NET", "DIREC▇▇▇▇▇▇▇▇.▇▇▇", "▇LLIE▇▇▇▇▇▇.▇▇▇", "▇▇▇▇▇▇▇▇▇▇▇LAX.▇▇▇" ▇▇▇ "ALL▇▇▇▇▇▇▇▇▇▇▇.▇▇▇" (col▇▇▇▇▇▇▇▇▇, ▇▇▇ "Dom▇▇▇ ▇▇▇▇▇") ▇▇▇▇▇ have be▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ assigned from the Seller to the Company, at Buyer's satisfaction. (j) That certain Agreement of Lease, dated October 15, 1992, by and between 1560 Broadway Company, c/o Newmark & Company Real Estate, Inc., and ▇▇▇▇▇▇ ▇▇▇ ▇▇rp. shall have been properly assigned by the Seller to the Company, to the Buyer's satisfaction (the "Lease"); (k) The Company shall have obtained all consentsa release from Allied Tours Holding Corp. in the form of Exhibit 1.4(b)(4); (l) The Seller shall have terminated, approvals or waivers from governmental authorities caused the termination of, any agreements between the Company (or the Division, if applicable) and third persons necessary for the execution, delivery and performance Seller or any Affiliates of the Documents Seller, including the factoring agreement with CVG Finance Company, and the transactions contemplated therebymanagement agreement of the Seller's group. (m) The Seller shall have caused the transfer and assignment to Company of all bank accounts used by the Division and/or Allied, and shall have further caused the removal of all without material cost signatories for such bank accounts, except for Don Taylor. (n) The Seller shall have delivered the Terminatio▇ ▇▇▇ ▇▇▇▇ase Agreement related to Brian Froelich in the form of Exhibit 1.4(a)(3) executed by all part▇▇▇ ▇▇▇▇▇▇▇ ▇▇her than the Seller and the Company;. H. Buyer shall have received such additional documents(o) Since the date of Financial Statements, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing the accounts receivable of the matters herein contemplated; I. Delivery by Company, as well as the Company of an enforceability opinion from its outside counsel in form available cash and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees cash related assets have been managed, maintained and operated in the amount Ordinary Course of $5,000Business.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions as of the Closing Date: A. Delivery by the Company of the Debenture, the Conversion Warrant (a) The representations and the other Agreements warranties set forth in Article V hereof shall be true and correct in all material respects (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of except that the representations and warranties which are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) at and as of the Company contained in this Agreement as if made on the Closing Date (except for representations as though then made and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties; (b) Seller shall have performed and complied in all material respects with all of the covenants and agreements of the Company required to be performed by it pursuant to under this Agreement on or before the Closing; (c) All third party Consents set forth on Exhibit 8.1(c) shall have been obtained on terms reasonably satisfactory to Buyer; (d) All governmental filings, authorizations, and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made and obtained, and any notice periods required in connection therewith shall have expired, including, without limitation, any filings or approvals required pursuant to the HSR Act or the WARN Act; (e) No action, suit, or proceeding shall be pending before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded, or materially and adversely affect the right of Buyer to own, operate, or control the Business, and no judgment, decree, injunction, order, or ruling shall have been entered which has or is reasonably likely to have any of the foregoing effects; (f) Buyer shall have received a ▇▇▇▇ of Sale, in a form mutually acceptable to Buyer and Seller (the “▇▇▇▇ of Sale”), executed by Seller in favor of Buyer; (g) Seller shall have executed and delivered to Buyer an Assignment and Assumption Agreement, in a form mutually acceptable to Buyer and Seller (the “Assignment and Assumption Agreement”); (h) Seller shall have executed and delivered to Buyer assignments of all Proprietary Rights and separate assignments of all registered marks, patents, and copyrights, each in a form mutually acceptable to Buyer and Seller (the “Proprietary Rights Assignment”); (i) Seller shall have executed and delivered to Buyer the Escrow Agreement; (j) Buyer shall have received an opinion of counsel from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇, counsel to Seller, substantially in the form attached hereto as Exhibit C; and (k) Each of the Named Individuals shall have executed and delivered an Employment Agreement, substantially in the form attached hereto as Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Exhibit D-3, respectively (collectively, the “Employment Agreements”); (l) Seller shall have executed and delivered to Buyer the Real Property Lease Agreement with respect to the Premises located at ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, substantially in the form attached hereto as Exhibit E (the “Real Property Lease Agreement”); (m) Buyer shall have consummated the Wire Business Transaction on or prior to the Target Closing Date; provided that if the Wire Business Transaction sale is not consummated prior to the Target Closing Date, all of which such condition shall be confirmed to Buyer by delivery of waived and the certificate of the chief executive officer of the Company to that effect;following shall apply: C. There not having occurred (i) any general suspension The Seller and each of trading in, or limitation on prices listed for, the Common Stock on Designated Shareholders shall have executed and delivered to Buyer a shareholder’s agreement substantially in the OTCBB/Pink Sheet, form of Exhibit F hereto (the “Shareholder’s Agreement”); and, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Buyer Shareholder Approval shall have been obtained. (n) Seller shall have executed and delivered to Buyer reimbursement asset purchase agreements with respect to the Subsidiaries in a form mutually acceptable to Seller and Buyer (the “Subsidiary Asset Purchase Agreements”). (o) Seller shall have executed and delivered to Buyer the Earnout Agreement. (p) Seller shall have also delivered to Buyer each of the following: (i) a certificate from the President or Chief Executive Officer of Seller in a form reasonably satisfactory to Buyer's reasonable out-of-pocket costs , dated as of the Closing Date, stating that the preconditions specified in Sections 8.1(a) and expenses incurred in connection with (b) have been satisfied; (ii) a copy of the resolutions of the board of directors and shareholders of Seller approving the transactions contemplated by this Agreement; F. There shall (iii) a good standing certificate, dated as of a date that is not be more than five days prior to the Closing Date, from the California Secretary of State, for Seller; (iv) copies of the Consents, filings, authorizations and approvals described in Sections 8.1(c) and (d) to the extent applicable to Seller; and (v) such other documents or instruments as Buyer may reasonably request to effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated hereby. Any condition specified in this Section 8.1 may be waived by this Agreement;Buyer in its sole discretion; provided, however that no such waiver shall be effective unless it is set forth in a writing duly executed by Buyer. G. The Company (q) Seller shall have obtained delivered to Buyer all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost Tax clearance certificates required pursuant to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Section 7.8(c).

Conditions to Buyer’s Obligations. (a) The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or before the Initial Closing Date: A. Delivery by the Company (i) The representations and warranties set forth in Article IV hereof that are not subject to materiality or Material Adverse Effect qualifications shall be true and correct in all material respects at and as of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Initial Closing Date as though then made and as though the Initial Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date, and the representations and warranties set forth in Article IV hereof that are subject to materiality or Material Adverse Effect qualifications shall be true and correct in all respects at and as of the Company contained in Initial Closing Date as though then made and as though the Initial Closing Date had been substituted for the date of this Agreement as if made on the Closing Date (except for throughout such representations and warranties whichwarranties, by their express terms, speak except that any such representation or warranty made as of and relate to a specified date, in which case such accuracy date (other than the date hereof) shall be measured only need to have been true and correct on and as of such specified date; (ii) and Seller shall have performed all of the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed and complied with by it in all material respects under this Agreement prior to the Initial Closing Date; (iii) The parties shall have obtained, or applied for, each consent and approval necessary as listed on Schedule 6.02, at no cost to Buyer, in order that the transactions contemplated herein not constitute a breach or violation of, or result in a right of termination or acceleration of, or creation of any encumbrance on any of the Assets pursuant to this Agreement on the provisions of, any Assigned Contract, agreement, arrangement or before the Closing Dateundertaking of or affecting Seller or any license, all franchise or permit of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effector affecting Seller; C. There (iv) All governmental filings, authorizations and approvals as listed on Schedule 6.02 will have been duly made, applied for or waived; (v) Buyer will have received evidence satisfactory to it that there is not having occurred threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement or the declaration of a banking moratorium Related Agreements or any suspension of payments in respect of banks in the United States, (iii) otherwise relating to and materially adversely affecting the commencement transactions contemplated hereby; (vi) There shall be no fact or circumstance existing as of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this AgreementAgreement which has not been disclosed to Buyer as of the Initial Closing Date regarding the Assets or the Assumed Liabilities, a material acceleration which is, individually or worsening thereofin the aggregate with other such facts and circumstances, materially adverse to the value of the Assets, as determined by Buyer in its reasonable discretion; D. There not having occurred any event or development(vii) The transactions contemplated by this Agreement and the Related Agreements will have been approved by Buyer’s Board of Directors; (viii) Buyer shall be satisfied in its sole discretion with its operational, intellectual property, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effectlegal due diligence with respect to the Assets; E. The Company (ix) Buyer shall have all releases as necessary to release all liens, claims, encumbrances and security interests in the Assets, except for security interests and other liens relating to liabilities to be assumed by Buyer pursuant to Section 1.03; (x) Buyer shall have entered into the Supply Agreement with Seller in the form attached hereto as Exhibit C; (xi) Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ shall have entered into a Noncompetition Agreement with Buyer in the form attached hereto as Exhibit D; and (xii) Seller shall have delivered to Buyer reimbursement all of the following with respect to the Initial Closing Assets: (A) the executed ▇▇▇▇ of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (B) a copy of the Assignment and Assumption Agreement, including, but not limited to, assignment of the Assigned Contract, the Permits and certain Intellectual Property Assets, executed by Seller; (C) a certificate of an appropriate officers of Seller substantially in the forms set forth in Exhibit E hereto, dated the Initial Closing Date, (i) stating that the conditions precedent set forth in subsection (a) (i), (a)(ii) and (a)(v) above have been satisfied; (ii) setting forth and certifying the text of the resolutions adopted by the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the Related Agreements; (iii) setting forth and certifying the text of the resolutions adopted by the stockholders or members, as appropriate, of Seller approving the sale of the Assets (if required); and (iv) setting forth and certifying as to the incumbency of the officers of each Seller authorized to execute and deliver this Agreement and the Related Agreements; (D) certificates dated as of a recent date as to the good standing of each Seller, executed by the appropriate officials of the jurisdiction of organization or formation of each Seller; (E) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (F) assignment, in the form(s) set forth in Exhibit F, of certain Intellectual Property Assets, duly executed by Seller, together with other agreements, instruments, certificates and other documents necessary or appropriate, in the opinion of Buyer's reasonable out-of-pocket costs ’s counsel, to assign all of Seller’s rights and expenses incurred interests in connection with and to such Intellectual Property to Buyer; (G) the Finished Goods Inventory, all documents or other tangible materials described in Section 1.01(a)(viii), the Equipment (other than the Equipment that is necessary to manufacture the products required by Seller under the Supply Agreement), a copy of the Assigned Contract, and copies of the Permits; (H) the Customer List; and (I) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby. (b) The obligation of Buyer to consummate the transactions contemplated by this AgreementAgreement to be consummated on the Final Closing Date is subject to the satisfaction of the following conditions on or before the Final Closing Date: (i) The representations and warranties set forth in Article IV that are not subject to materiality or Material Adverse Effect qualifications, as the same relate to the Raw Materials Inventory, shall be true and correct in all material respects at and as of the Final Closing Date as though then made and as though the Final Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date, and the representations and warranties set forth in Article IV that are subject to materiality or Material Adverse Effect qualifications, as the same relate to the Assets to be transferred to Buyer on the Final Closing Date, shall be true and correct in all respects at and as of the Final Closing Date as though then made and as though the Final Closing Date had been substituted for the date of this Agreement throughout such representations and warranties, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true and correct on and as of such date; F. There (ii) Seller shall have performed all of the covenants and agreements required to be performed and complied with by it in all material respects under this Agreement prior to the Final Closing Date; (iii) The Manufacturing Transfer shall have occurred in accordance with Section 2.02(h) and Schedule 2.02(h); (iv) Buyer will have received evidence satisfactory to it that there is not be in effect threatened, instituted or pending any Lawaction or proceeding, order, ruling, judgment or writ of before any court or public or governmental authority restrainingor agency, enjoining domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise prohibiting any directly or indirectly restrain or prohibit, the consummation of the transactions contemplated by hereby on the Final Closing Date or seeking to obtain material damages in connection with such transactions, (ii) seeking to invalidate or render unenforceable any material provision of this Agreement; G. The Company shall have obtained all consents, approvals Agreement or waivers from governmental authorities the Related Agreements relating to the transactions to be consummated on the Final Closing Date or (iii) otherwise relating to and third persons necessary for the execution, delivery and performance of the Documents and materially adversely affecting the transactions contemplated therebyhereby on the Final Closing Date; (v) No Person will have asserted or threatened that such Person is the owner of, or has the right to acquire or to obtain ownership of, any of the Raw Materials Inventory or is entitled to all without material cost or any portion of the Purchase Price with respect thereto; (vi) No Material Adverse Effect with respect to the CompanyRaw Materials Inventory shall have occurred; H. (vii) Seller shall have complied with the covenants set forth in Section 6.14; and (viii) Seller shall have delivered to Buyer all of the following with respect to the Raw Materials Inventory: (A) an executed ▇▇▇▇ of Sale and such other executed instruments of conveyance, transfer, assignment and delivery as Buyer shall have received reasonably requested pursuant to Section 3.02 hereof, provided that Buyer shall request any such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary instrument no later than three business days prior to effect a closing of the matters herein contemplatedFinal Closing Date; I. Delivery by the Company (B) a certificate of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement appropriate officer of Buyer's legal fees Seller substantially in the amount of $5,000form set forth in Exhibit E hereto, dated the Final Closing Date, (i) stating that the conditions precedent set forth in subsection (b) above have been satisfied; and (C) the Raw Materials Inventory.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, following conditions as of the Conversion Warrant Closing: The representations and the other Agreements warranties set forth in Article III and Article IV shall be true and correct in all material respects (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of except that the representations and warranties which are qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) at and as of the Company contained in this Agreement as if made on the Closing Date (except as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties which, (without taking into consideration any disclosures made by their express terms, speak as of and relate Sellers or the Company to a specified date, in which case such accuracy shall be measured as of such specified date) Buyer pursuant to Section 3.31 or 4.5 hereof); Sellers and the performance by the Company shall have performed and complied with in all material respects on or before all of the Closing Date of all respective covenants and agreements of the Company required to be performed by it pursuant to each of them under this Agreement at or prior to the Closing; The following shall have been obtained by Sellers or the Company, in each case on terms reasonably satisfactory to Buyer: (i) all consents and approvals by third parties that are required for the valid transfer of the Shares to Buyer or before that are otherwise required for the consummation of the transactions contemplated hereby or that are required in order to prevent a breach of or a default under or a termination or modification of or acceleration of any obligation under any material contract, agreement, instrument, insurance policy, lease or license to which the Company is a party or to which any portion of the property of the Company is subject; (ii) payoff letters with respect to all Indebtedness of the Company outstanding as of the Closing Dateand releases of all Liens securing such Indebtedness; (iii) releases of any and all Encumbrances with respect to the Shares and releases of any and all guarantees by the Company and (iv) release of the Company by Sellers as shareholders of the Company; All governmental filings, authorizations and approvals that are required for the valid transfer of the Shares and the consummation of the transactions contemplated hereby shall have been duly made and obtained by Sellers or the Company on terms reasonably satisfactory to Buyer, and all applicable waiting periods (and any extensions thereof) under the H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or otherwise terminated; No action, suit, condemnation or proceeding shall be pending or threatened before any court, governmental body or arbitrator wherein an unfavorable judgment, decree, injunction or order would prohibit or impair the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful or grant damages or other relief with respect to the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of Buyer to own, operate or control the Company, and no such judgment, decree, injunction or order shall have been entered unless subsequently dismissed or discharged with prejudice; Except as otherwise approved in writing by Buyer, all of which the Company’s officers and directors shall be confirmed to Buyer by delivery have resigned their positions effective as of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading inClosing; Since July 31, or limitation on prices listed for2007, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium there shall have been no Material Adverse Effect or any suspension of payments in respect of banks in the United Statesevent, (iii) the commencement of a war, armed hostilities development or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or change which would reasonably and foreseeably could be expected to have a Material Adverse Effect; E. The ; With respect to the Leased Real Property, the Company shall have delivered to Buyer, at the Company’s expense, the following documents: (i) estoppel, consent and lien waiver letters from the landlords and/or tenants (as applicable) listed on Schedule 3.9(b), in form and substance reasonably satisfactory to Buyer and its lenders and (ii) non-disturbance agreements from the lenders of any of the landlords listed on Schedule 3.9(b), in form and substance reasonably satisfactory to Buyer and its lenders; Buyer and its agents, lenders, consultants and accounting and legal representatives shall have completed their financial, operating, environmental, tax, accounting, business, regulatory and legal due diligence review of the Company, and Buyer shall be satisfied with the results of such due diligence review in its sole discretion; Each of the Sellers shall have entered into an agreement for employment with the Company, each in form substantially the same as that attached hereto as Exhibit B-1 and Exhibit B-2 (the “Employment Agreements”), and all of such agreements shall be in full force and effect at the Closing; Sellers and the Escrow Agent shall have executed and delivered to Buyer a counterpart of the Escrow Agreement, and the Escrow Agreement will be in full force and effect at the Closing; Buyer shall have received evidence that the Company’s and Sellers’ legal counsel, investment bankers and other agents and representatives hired or retained in connection with the transactions contemplated hereby have been paid in full, and that the Company has no further liability to any of the Company’s or Sellers’ legal counsel, investment bankers, agents or representatives, and such evidence shall be in form and substance reasonably satisfactory to Buyer; Sellers and the Company shall have terminated all agreements (if any) regarding voting, transfer or other arrangements related to the capital stock of the Company, and the Company shall have terminated all agreements between the Company (on the one hand) and any Insider (on the other), in each case on terms and conditions reasonably satisfactory to Buyer; Buyer shall have received an opinion, dated the Closing Date, of Rafferty, Stolzenberg, G▇▇▇▇▇, T▇▇▇▇▇▇▇▇▇ & F▇▇▇▇, P.A., counsel to Sellers and the Company, with respect to matters set forth in Exhibit C attached hereto and in form and substance reasonably satisfactory to Buyer and its counsel, which shall include a statement that Buyer’s lenders may rely on such opinion; All proceedings to be taken by Sellers and the Company in connection with the consummation of the Closing Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents required to be delivered by Sellers or the Company to effect the transactions contemplated hereby reasonably requested by Buyer shall be reasonably satisfactory in form and substance to Buyer; At the Closing, Sellers and Company shall have delivered to Buyer reimbursement all of Buyer's reasonable out-of-pocket costs the following: a certificate from Sellers in the form set forth in Exhibit D attached hereto, dated the Closing Date, stating that the preconditions specified in Sections 2.1(a) through (h), inclusive, and expenses incurred (l), (m) and (o) have been fully satisfied; copies of all third party and governmental consents, approvals, filings, releases, terminations and payoff letters required in connection with the consummation of the transactions contemplated by herein; certified copies of the resolutions of the Company’s board of directors approving the execution, delivery and performance of this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any Agreement and the consummation of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance ; a certificate of the Documents secretary of state of each state in which the Company is incorporated and each state where the transactions contemplated thereby, all without material cost Company is qualified to do business (including as set forth on Schedule 3.1) stating that the Company is in good standing in each such jurisdiction; certified copies of the Company; H. Buyer shall have received such additional ’s articles of incorporation and bylaws (or other equivalent organizational documents, certificates, payment, assignments, transfers and other deliveries ) as it or its legal counsel may reasonably request and as are customary to in effect a closing at the Closing. copies of the matters herein contemplated; I. Delivery by resignations described in Section 2.1(f); a non-foreign affidavit from each Seller, dated as of the Company Closing Date, sworn under penalty of an enforceability opinion from its outside counsel perjury and in form and substance satisfactory required under the Treasury Regulations issued pursuant to Section 1445 of the Code stating that such Seller is not a “Foreign Person” as defined in Section 1445 of the Code; all documents, records and instruments relating to the business of the Company that are in any Seller’s possession (including all board and shareholder minute books and all stock record books); and such other documents or instruments as Buyer reasonably requests to effect the transactions contemplated hereby. GM Squared Acquisitions, LLC shall have executed and entered into a lease agreement, effective as of the Closing substantially in the form of Exhibit E-1 attached hereto with the Company for the lease of the property at 1▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and described as U▇▇▇▇ ▇, ▇, ▇▇, ▇▇ and 12 of Turnpike Distribution Center, Phase III; Mana Associates, LLC shall have executed and entered into a lease agreement, effective as of the Closing substantially in the form of Exhibit E-2 attached hereto with the Company for the lease of the property at 1▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and described as U▇▇▇▇ ▇ ▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇; and Sellers or their Affiliates shall have assigned to the Company all Intellectual Property and other assets related to the business of the Company which are owned, held, or licensed by Sellers or their affiliates, on terms acceptable to Buyer J. Reimbursement of , and Sellers shall have, at their sole cost and expense, recorded such assignments with the United States Patent and Trademark Office or other applicable governmental entity. Any condition specified in this Section 2.1 may be waived in whole or in part by Buyer's legal fees ; provided that no such waiver shall be effective unless it is set forth in the amount of $5,000a writing executed by Buyer.

Conditions to Buyer’s Obligations. The Company understands that Except as may be waived by Buyer's , the obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, : (a) The representations and warranties set forth in ARTICLE V and ARTICLE VI shall be true and correct at and as of the Closing Date. (b) The Shareholders shall have performed all of which the covenants and agreements required to be performed and complied with by them under this Agreement prior to the Closing Date. (c) The Company shall be confirmed to Buyer by delivery have acquired all of the certificate business and assets of the chief executive officer of E2 Consulting. (d) The Principal Shareholders shall have caused the Company to have obtained each consent and approval designated by Buyer prior to the Closing Date. (e) All other material governmental filings, authorizations and approvals that effect;are required for the consummation of the transactions contemplated hereby and are designated by Buyer prior to the Closing Date will have been duly made and obtained. C. (f) There shall not having occurred be threatened, instituted or pending any action or proceeding brought by the Shareholders, the Company or any other person not a party hereto, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration business or assets of a banking moratorium the Company, or to compel Buyer or any suspension of payments in respect its subsidiaries or the Company to dispose of banks in or to hold separately all or a material portion of the United Statesbusiness or assets of Buyer and its subsidiaries or of the Company, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any material provision of a warthis Agreement, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby. (g) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in the case any of the foregoing consequences referred to in Section 9.1(f). (h) Buyer shall not have discovered any fact or circumstance existing at as of the date of this AgreementAgreement which has not been disclosed to Buyer regarding the business, a material acceleration assets, properties, condition (financial or worsening thereof; D. There not having occurred any event otherwise), results of operations or development, and there being in existence no condition, having or prospects of the Company which reasonably and foreseeably could would have a Material Adverse Effect;Effect on the Company. E. The Company (i) There shall have been no damage, destruction or loss of or to any property or properties owned or used by the Company, whether or not covered by insurance, which would have a Material Adverse Effect on the Company. (j) At the Closing, the Shareholders shall have delivered (or caused to be delivered) to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any all of the transactions contemplated by this Agreement;following: G. The Company shall (i) Certificates of each of the Principal Shareholders, dated the Closing Date, stating that the conditions precedent set forth in Sections 9.1(a) and 9.1(b) have obtained all been satisfied. (ii) Copies of the third party and governmental consents, approvals and other documents referred to in Sections 9.1(d) and 9.1(e) or waivers from governmental authorities and third persons necessary for the execution, delivery and performance elsewhere herein. (iii) A copy of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing Articles of Incorporation of the matters herein contemplated; I. Delivery Company certified by the Secretary of State of the State of Texas, a Certificate of Existence from the Texas Secretary of State and a Certificate of Good Standing from the Texas Comptroller of Public Accounts evidencing the good standing and existence of the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount State of $5,000Texas, each dated within a reasonable period of the Closing Date. (iv) An executed copy of the Employment Agreements between Buyer and each of ▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ in the form of Exhibit D. (v) An executed copy of the Shareholders Agreement. (vi) An executed copy of the Escrow Agreement. (vii) Stock certificates representing the Shares, duly endorsed to Buyer or accompanied by duly executed stock powers.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on transaction contemplated hereby is subject to the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company fulfillment of all of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects following conditions on or before the Closing Date of all covenants and agreements of the Company required prior to be performed by it pursuant to this Agreement on or before the Closing Date, all upon the non- fulfillment of any of which this Agreement may, at Buyer's option, be terminated pursuant to and with the effect set forth in Article IX: (a) Each and every representation and warranty made by Seller shall be confirmed to Buyer by delivery true and correct in all material respects as if originally made on and as of the certificate Closing Date; (b) All obligations of Seller to be performed hereunder through, and including on, the Closing Date shall have been performed; (c) The Court shall have entered an order (the "ORDER") in the Bankruptcy Case authorizing the purchase and sale of the chief executive officer of Purchased Assets under this Agreement, upon the Company to that effect; C. There not having occurred terms and conditions set forth in this Agreement, and otherwise free and clear of: (i) any general suspension of trading inall liens, or limitation on prices listed fortitle claims, the Common Stock on the OTCBB/Pink Sheet, encumbrances and security interests; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United Statesall contracts, agreements and employment agreements, other than those purchased under Section 1.1(c) hereof and (iii) all obligations and liabilities. The Order shall contain a finding of fact that Buyer is making its purchase in good faith within the commencement meaning of a war, armed hostilities or other international or national calamity directly or indirectly involving Section 363(m) of the United States Bankruptcy Code. No stay of the Order shall have been issued by the Court or any of its territories, protectorates or possessions or (iv) in the case other court. As of the foregoing existing at Closing Date, the date of this AgreementOrder shall not have been modified, a material acceleration amended, dissolved, revoked or worsening thereof;rescinded in any way materially adverse to the Buyer; and D. There not having occurred any event (d) No suit, proceeding or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company investigation shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated been commenced by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restrainingor private person on any grounds to restrain, enjoining enjoin or otherwise prohibiting any hinder, or to seek material damages on account of, the consummation of the transactions transaction contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance hereby which is not disposed of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Order.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed confined to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;, D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;. H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or prior to the Closing Date: A. Delivery by the Company (a) The representations and warranties in Article V hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Debenture, the Conversion Warrant Closing and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties contained in Article V hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Company contained in this Agreement as if made on Closing, and each of the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy Seller Parties shall be measured as of such specified date) and the performance by the Company have performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectSeller Parties hereunder; C. There not having occurred (b) Seller Parties shall have received or obtained all third-party consents and approvals that are necessary (i) any general suspension for the consummation of trading inthe transactions contemplated hereby or (ii) to prevent a breach of or default under, or limitation a termination, modification or acceleration of, any instrument, contract, lease, license or other agreement identified with an asterisk on prices listed forthe attached RESTRICTIONS SCHEDULE (collectively, the Common Stock "THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to Buyer; (c) Buyer and Seller shall have received or obtained all governmental and regulatory consents, approvals, licenses and authorizations that are necessary (i) for the OTCBB/Pink Sheetconsummation of the transactions contemplated hereby or (ii) for Buyer to own and operate the Business following the Closing, in each case on terms and conditions reasonably satisfactory to Buyer, and all applicable waiting periods under the HSR Act shall have expired or been terminated (collectively, the "GOVERNMENTAL APPROVALS"); (d) No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own or operate the Business or (iv) affect adversely the right of the Buyer to own the Purchased Assets, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; G. The Company (e) Since October 31, 1999, there shall have been no material adverse change or development in the business, financial condition, value, operating results, assets, operations, business prospects, cash flow, net worth or customer, supplier or employee relations of Seller; (f) Buyer shall have received all of the financing it needs in order to consummate the transactions contemplated hereby and fund the working capital requirements of Seller following the Closing (in each case on terms and conditions satisfactory to Buyer in its discretion); (g) Seller shall have obtained and delivered to Buyer a letter of consent, estoppel certificate and landlord lien waiver agreement and an assignment agreement from each lessor of the Leased Realty each in form and substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel and such other related items as Buyer and Buyer's lender may reasonably request; (h) The respective employment arrangements between Seller and each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have been terminated, and each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have entered into an agreement for employment with the Buyer or one of its Affiliates, each in form substantially the same as that attached hereto as EXHIBIT B (the "EMPLOYMENT AGREEMENTS"), and all consentsof such agreements shall be in full force and effect at the Closing; (i) The employment arrangement between Seller and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, approvals ▇▇. shall have been terminated and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., P.A. shall have entered into a consulting agreement with the Buyer or waivers one of its Affiliates, in form substantially the same as that attached hereto as EXHIBIT C (the "CONSULTING AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (j) Each of the Principals and AsTraKel shall have entered into a securities acquisition agreement with ▇▇▇▇.▇▇▇, each in form substantially the same as that attached hereto as EXHIBIT D (the "SECURITIES ACQUISITION AGREEMENTS"), and all of such agreements shall be in full force and effect at the Closing; (k) Each of AsTraKel, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall have entered into the Amended and Restated Stockholders Agreement among ▇▇▇▇.▇▇▇ and the stockholders of ▇▇▇▇.▇▇▇, dated as of December 21, 1999, attached hereto as EXHIBIT E (the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (l) Each of AsTraKel, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ shall have entered into the Amended and Restated Registration Agreement among ▇▇▇▇.▇▇▇ and the stockholders of ▇▇▇▇.▇▇▇, dated as of December 21, 1999, attached hereto as EXHIBIT F (the "REGISTRATION AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (m) Each of the Seller Parties and the Escrow Agent shall have executed and delivered the Escrow Agreement, and the Escrow Agreement shall be in full force and effect as of the Closing and shall not have been amended or modified; (n) Buyer shall have received from governmental authorities counsel for the Seller Parties, an opinion with respect to the matters set forth in EXHIBIT G attached hereto, which shall be addressed to Buyer and third persons necessary Buyer's lenders, dated as of the Closing Date, and in form and substance reasonably satisfactory to Buyer and Buyer's lenders; (o) The Principals shall have entered into that certain Goodwill Purchase Agreement dated as of the Closing Date, by and among the Principals and the Buyer or one of its Affiliates the ("GOODWILL PURCHASE AGREEMENT"), Transwest shall have entered into that certain Equipment Purchase Agreement, dated as of the Closing Date, by and between Transwest and Buyer (the "EQUIPMENT PURCHASE AGREEMENT"), Communications Construction Corporation shall have entered into that certain Merger Agreement, dated as of the Closing Date, with the Buyer or one of Buyer's Affiliates (the "CCC MERGER AGREEMENT"), and ▇▇▇▇ ▇▇▇▇ shall have entered into that certain Merger Agreement, dated as of the Closing Date, with the Buyer or one of Buyer's Affiliates (the "▇▇▇▇ ▇▇▇▇ MERGER AGREEMENT"); (p) Buyer shall have entered into an agreement for the lease of ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ with AsTraKel in form substantially the same as that attached hereto as EXHIBIT H (the "REAL ESTATE LEASE"), and the Real Estate Lease shall be in full force and effect at the Closing; (q) Seller shall have obtained releases of all Liens (other than any Permitted Liens) relating to the Purchased Assets and Seller shall have obtained and delivered to Buyer and Buyer's lenders payoff letters with respect to all Indebtedness for borrowed money outstanding as of the Closing (in each case on terms and conditions satisfactory to Buyer); (r) Seller shall have converted from a "close corporation" to a corporation organized pursuant to Chapter 2, Article 1 of the Arizona Business Corporation Act; (s) At the Closing, Seller shall have delivered to Buyer (i) a certificate signed by Seller, dated the date of the Closing, stating that the conditions specified in subsections (a) through (r) above (other than subsections (f) and (n) above) have been satisfied as of the Closing; (ii) a certificate from Seller and the Principals indicating their good faith and best estimates of the Closing Net Current Assets and the resulting Estimated Purchase Price; (iii) copies of all Third-Party Approvals and Governmental Approvals; (iv) certified copies of the resolutions of Seller's board of directors and the stockholders authorizing the execution, delivery and performance of this Agreement and the Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) good standing certificates for Seller from its jurisdiction of incorporation and each jurisdiction in which Seller is qualified to do business as a foreign corporation, all without material cost in each case dated as of a recent date prior to the Company; H. Closing Date; and (vi) such other documents or instruments as are required to be delivered by Seller or the Principals at the Closing pursuant to the terms hereof or that Buyer reasonably requests to effect the transactions contemplated hereby. All proceedings to be taken by the Seller Parties in connection with the consummation of the transactions contemplated hereby and all certificates, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may be reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel satisfactory in form and substance satisfactory to Buyer and its special counsel. Any condition specified in this Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly executed by Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before (with satisfaction continuing on) the Closing Date pursuant to this Agreement is conditioned uponDate: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained set forth in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy Article III hereof shall be measured as of such specified date) true and the performance by the Company correct in all respects on or before if qualified as to materiality, and if not qualified as to materiality, shall be true and correct in all material respects, each as of the Closing Date Date; (b) Seller and Shareholder shall have performed in all material respects (as determined in the sole discretion of Buyer reasonably exercised) all the covenants and agreements of the Company required to be performed by it them prior to Closing under this Agreement; (c) Seller shall have delivered an executed sublease regarding the use of the office space at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ in a form and substance satisfactory to Buyer (the "Sublease"); (d) Seller shall have obtained and delivered to Buyer those consents, approvals, agreements and waivers by any third parties that are required for the consummation of the transactions contemplated hereby that are listed on Schedule 2.1(b); (e) Regulatory Entity approvals, as contemplated by this Agreement, shall have been obtained and related filings required pursuant to any applicable law or regulation will have been made, and approvals required under the terms of this Agreement on will have been obtained; (f) No action, proceeding, or investigation by or before any court or governmental or administrative body will have been initiated or be pending wherein a judgment, decree or order might reasonably be issued that would materially increase the costs to Buyer of the transactions contemplated herein, or would prevent any of the transactions contemplated by this Agreement or would cause such transactions to be declared unlawful or rescinded, and no action, proceeding or investigation by or before any court or governmental or administrative body has been concluded that have enjoined the transactions contemplated herein; (g) On the Closing Date, all of which shall be confirmed Seller will have delivered to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect;following: C. There not having occurred (i) any general suspension A certificate signed by Seller dated as of trading in, or limitation on prices listed for, the Common Stock on Closing Date stating that the OTCBB/Pink Sheet, preconditions specified in subsection (a) and (b) hereof have been satisfied; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case Certified copies of the foregoing existing at resolutions duly adopted by Seller's board of directors and Shareholder each authorizing the date execution, delivery and performance of this Agreement, a material acceleration or worsening thereofthe other agreements and the transactions contemplated hereby and thereby, including the change in the name of Seller; D. There (iii) Good standing certificates for Seller from the State of California and from each state in which it is required to be so qualified to do business, dated not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effectearlier than 30 days prior to the Closing Date; E. The Company shall have delivered (iv) Copies of all required third party and Regulatory Entity consents (or other evidence reasonably satisfactory to Buyer) actually received by Seller that Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred reasonably requires Seller to obtain in connection with order to effect the transactions contemplated by this Agreement; F. There shall not (v) The General Assignment, ▇▇▇▇ of Sale and Assumption Agreement, in substantially the form attached hereto as Exhibit A, executed by Seller; (vi) The Noncompete Agreement executed by Seller and Shareholder, in substantially the form attached hereto as Exhibit B; (vii) Executed Certificate of Amendment to Seller's Article of Incorporation sufficient to change, upon filing with the California Secretary of State's Office, the name of Seller to a name other than "Berkeley Capital Management"; (h) All actions to be taken by Seller in effect any Law, order, ruling, judgment or writ connection with the consummation of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the Closing on the Closing Date and the other transactions contemplated hereby and all documents required to be delivered by Seller in connection with the transactions contemplated by hereby will be reasonably satisfactory in form and substance to Buyer; (i) The Run Rate Revenue Ratio calculated pursuant to Section 2.4(b) as of the Closing Date shall be at least 90%; (j) Prior to the date of execution of this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents Buyer and the transactions contemplated thereby, all without material cost to the Company; H. members of Seller's management requested by Buyer shall have received such additional documentsentered into employment agreements and the Limited Liability Company Agreement and related documents of Buyer upon the terms and conditions satisfactory to Buyer in its sole discretion, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplatedwhich agreements shall be held in escrow pending Closing; I. Delivery by (k) Seller shall have delivered to Buyer an executed Services Agreement, whereby Seller will provide certain services to Buyer after the Company of an enforceability opinion from its outside counsel Closing Date, in form and substance satisfactory to Buyer in its sole discretion; (l) Seller shall have delivered to Buyer an executed Sub-Advisory Agreement, whereby Buyer will provide certain sub-advisory services to LPASI after the Closing Date, in form and substance satisfactory to Buyer in its sole discretion; (m) LPG shall have delivered to Buyer an executed Guarantee, whereby LPG will guarantee the obligations of Seller and Shareholder hereunder in form and substance satisfactory to Buyer in its sole discretion; (n) Seller shall have delivered a consent to the transactions contemplated herein by the Bank of Scotland related to that certain Term Loan and Guarantee Facility dated on or about December 20, 2002 that Seller and Shareholder are parties to and that certain Stock Pledge Agreement dated on or about February 19, 2003 that Seller and Shareholder are parties to (the "Stock Pledge") in a form satisfactory to Buyer; J. Reimbursement (o) Shareholder shall have delivered a release of the Employee Confidential Information Agreement for each person who will become an employee of Buyer at Closing regarding confidential information that is part of the Assets; (p) Seller shall have received releases and resignations from its employees; (q) Shareholder shall have delivered to Buyer an executed assignment and any other documents in proper form for the assignment of the trademark "Berkeley Capital Management" to Buyer to be filed promptly after Closing with the U.S. Patent and Trademark Office; and (r) Seller and BUSA shall have delivered to Buyer an opinion of counsel, subject to customary and reasonable qualifications, from in-house counsel of Seller or BUSA that the Assets are free and clear of Liens and that the Transaction Documents are duly authorized and enforceable. Any condition specified in this Section 6.1 may be waived by Buyer provided that no such waiver will be effective unless it is set forth in a writing executed by Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (a) The representations and warranties set forth in Article IV hereof shall, after taking into account any modification to the Disclosure Schedule made prior to the Closing in accordance with Section 12.11 hereof, be true and correct in all material respects at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) There shall have been no modifications to the Disclosure Schedule or Exhibit E delivered pursuant to Section 12.11 that, individually or in the aggregate, constitute a material adverse change in the Business, the Assets or the ability of Seller to perform in all materials respects its obligations under the Ancillary Agreements, and with respect to which Seller or the Seller Entities have not cured the matter or matters giving rise to such modification or modifications; (c) Seller shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the Closing; (d) Seller shall have obtained, or caused to be obtained, all consents of which shall be confirmed third parties required to assign to Buyer by delivery of the certificate of contracts, leases, licenses or agreements identified in Exhibit M hereto (the chief executive officer of the Company to that effect“Required Consents”); C. There not having occurred (ie) any general suspension of trading inThe applicable waiting periods under the HSR Act and Non-U.S. Competition Laws, in each case if any, shall have expired or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or developmentbeen terminated, and there being in existence no conditionall other material governmental filings, having authorizations and approvals that are required to be made or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered obtained prior to Buyer reimbursement the consummation of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreementhereby will have been duly made and obtained; F. (f) There shall not be in effect any Lawinjunction, judgment, order, decree, ruling, judgment or writ charge in effect or threatened in writing preventing consummation of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement, provided that nothing in this Section 9.01(f) shall relieve Buyer of its obligation to substantially comply with any Request for Additional Information or similar request from any other antitrust authority in accordance with Section 7.01 hereof; G. The Company (g) On the Closing Date, Seller and, as applicable, the Seller Entities, shall have obtained delivered to Buyer all consentsof the following: (i) the ▇▇▇▇ of Sale and, approvals or waivers from governmental authorities unless the ▇▇▇▇▇▇▇▇▇▇▇ Short-Term Lease is entered into, the Deed, duly executed by Seller and, as applicable, the Seller Entities; (ii) the Assignment and third persons necessary Assumption Agreement, duly executed by Seller and, as applicable, the Seller Entities; (iii) a copy of each of the Ancillary Agreements, duly executed by Seller (provided, that for purposes of satisfaction of the foregoing as a condition to Closing for the executionbenefit of Buyer, delivery and performance the term Ancillary Agreements shall not include the DSS Contract); (iv) a list of the Documents Delayed Offer Employees as of the Closing Date; and (v) a certificate executed on behalf of Seller by an executive officer of Seller, dated the Closing Date, stating that the conditions precedent set forth in subsections (a) and the transactions contemplated thereby, all without material cost (c) above have been satisfied. Buyer may waive any condition specified in this Section 9.01 if it executes a writing so stating at or prior to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Closing.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date, all of which : (a) The representations and warranties set forth in Article IV hereof shall be confirmed to Buyer by delivery true and correct in all material respects at and as of the certificate Closing Date as though then made and as though the Closing Date had been substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures by Seller of discoveries, events or occurrences arising on or after the chief executive officer date hereof), except that any such representation or warranty made as of a specified date (other than the Company date hereof) shall only need to that effecthave been true on and as of such date; C. (b) There shall not having occurred be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration of a banking moratorium Assets, or to compel Buyer or any suspension of payments in respect its subsidiaries to dispose of banks in or to hold separately all or a material portion of the United Statesbusiness or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any material provision of a warthis Agreement, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in otherwise relating to and materially adversely affecting the case transactions contemplated hereby; (c) Buyer shall not have discovered any fact or circumstance existing as of the foregoing existing at the date of this AgreementAgreement which has not been disclosed to Buyer as of the date of this Agreement regarding the Business or Assets, which is, individually or in the aggregate with other such facts and circumstances, materially adverse to the value of the Assets or the Business, as determined by the Buyer in its reasonable discretion; (d) There shall have been no damage, destruction or loss of or to any of the Assets, whether or not covered by insurance, which, in the aggregate, has, or would be reasonably likely to have, a material acceleration adverse effect on the Assets or worsening thereofthe Business; D. There not having occurred any event or development, (e) Buyer shall have negotiated to its satisfaction the terms of a Lease Agreement for the facility currently leased by Seller (which Lease Agreement is referenced in subsection (g) (iii) below and there being in existence no condition, having or which reasonably shall include the consent of the Massachusetts Industrial Finance Agency and foreseeably could have a Material Adverse Effectan Attornment Agreement acceptable to Buyer); E. The Company (f) Buyer shall have received evidence of the appropriate consents as are necessary, in Buyer's judgment, for Buyer to assume the leases or debt to be assumed by Buyer under this Agreement on terms satisfactory to Buyer; (g) On the Closing Date, Seller shall have delivered to Buyer reimbursement all of the following: (i) an executed copy of the ▇▇▇▇ of Sale and such other instruments of conveyance, transfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.02 hereof; (ii) an executed copy of the Assignment and Assumption Agreement; (iii) a Lease Agreement executed by the owner of the Real Property in the form attached hereto as Exhibit F (the "Lease Agreement") (if the Lease Agreement is not attached at the time of the execution of this Agreement, then it will be attached if and when Buyer successfully negotiates the terms as described in subsection (e) above); (iv) such representations, warranties and covenants, which shall be incorporated into this Agreement and subject to Article VIII, regarding the assumption of the debt under the Industrial Development Revenue Bonds as Buyer deems necessary and reasonable under the circumstances; (v) certificate of the President of Seller dated as of the Closing Date stating that the conditions precedent set forth in subsections (a) and (b) above have been satisfied; (vi) an opinion letter from legal counsel to Seller addressed to Buyer opining as to the enforceability of this Agreement, the ▇▇▇▇ of Sale and the Assignment and Assumption Agreement under Massachusetts law in such form as is reasonably satisfactory to Buyer's reasonable out-of-pocket costs ; and (vii) such other certificates, documents and expenses incurred in connection with instruments as Buyer reasonably requests related to the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment hereby (including UCC releases or writ termination statements from the creditors of any court or public or governmental authority restraining, enjoining or otherwise prohibiting Seller and Parent with liens on any of the transactions contemplated by this Agreement;Assets and the Attornment Agreement referred to in subsection (e) above). G. The Company (h) Seller shall have obtained made an arrangement with Microsoft Corporation on terms satisfactory to Buyer so that Buyer will have appropriate paid-up licenses to all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of Microsoft software currently being used by Seller in the Documents and the transactions contemplated thereby, all without material cost to the Company;Business. H. (i) Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing shall be satisfied with the results of an environmental audit of the matters herein contemplated; I. Delivery operations of and the real property used by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Business.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase the Securities on the Closing Date Shares pursuant to this Agreement is conditioned uponshall, at the option of Buyer, be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: A. Delivery (a) There shall have been no material breach by Seller in the Company performance of the Debenture, the Conversion Warrant any of its covenants and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date agreements herein; each of the representations and warranties of Seller contained or referred to herein shall be true and correct on the Company contained in this Agreement Closing Date as if though made on the Closing Date (Date, except for representations changes therein specifically required or permitted by this Agreement or resulting from any transaction expressly consented to in writing by Buyer or any transaction permitted by Section 6.4 ,and warranties whichexcept, by their express termswith respect to any representation or warranty which is not subject to the qualification of materiality, speak as of and relate to a specified datewhere, in which case light of the availability and adequacy, as determined by Buyer in good faith following discussion with Seller, of indemnification pursuant to the provisions of Article X, such accuracy shall be measured as failure would have no adverse effect on the business, relationships, prospects, financial condition, reputation, or results of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements operations of the Company required on and after the Closing, or on the value of the agreements set forth in Schedule 4.15(A), Schedule 4.15(B), and Schedule 4.15(C); and there shall have been delivered to be performed by it pursuant Buyer a certificate to this Agreement on or before such effect, dated the Closing Date, all signed on behalf of which Seller by the President or any Vice President of Seller, in addition to the other deliveries specified in Section 3.4. (b) Between the date hereof and the Closing Date, except as specifically required or permitted hereunder, there shall be confirmed to Buyer by delivery have been (i) no material adverse change in the assets, business, operations, liabilities, profits, prospects or condition (financial or otherwise) of the certificate of Company; (ii) no material adverse federal or state legislative or regulatory change affecting the chief executive officer Company or its business, products or services to be offered by it after the Closing; and (iii) no material damage to the assets or properties of the Company to that be owned by it after the Closing by fire, flood, casualty, act of God or the public enemy or other cause, regardless of insurance coverage for such damage; and there shall have been delivered to Buyer a certificate to such effect;, dated the Closing Date and signed on behalf of Seller by the President or any Vice President of Seller. C. There not having occurred (ic) any general suspension The waiting periods, if any, under each of trading in, or limitation on prices listed forthe HSR Act, the Common Stock on Alabama HMO Statutes and the OTCBB/Pink SheetFlorida HMO Statutes shall have expired or been terminated, and no action, suit, investigation or proceeding shall have been instituted or threatened to restrain or prohibit or otherwise challenge the legality or validity of the transactions contemplated hereby. (iid) The parties shall have received all approvals and actions of or by all Governmental Bodies, including, without limitation, those approvals and actions contemplated by Section 6.3 herein, which are necessary to consummate the declaration transactions contemplated hereby, which are either specified in Schedule 4.1 or otherwise required to be obtained prior to the Closing by applicable Requirements of Laws or which are necessary to prevent a banking moratorium or any suspension of payments in respect of banks material adverse change in the United Statesassets, business, operations, liabilities, profits, prospects or condition (iiifinancial or otherwise) of the commencement of Company. (e) The Seller or Company, as the case may be, shall have received consents, in form and substance reasonably satisfactory to Buyer, to the transactions contemplated hereby from the other parties to all contracts, leases, agreements and permits to which the Company is a war, armed hostilities party or other international or national calamity directly or indirectly involving by which the United States Company or any of its territories, protectorates assets or possessions properties is affected and which are specified in Schedule 8.1(E) or (iv) are otherwise necessary to prevent a material adverse change in the case assets, business, operations, liabilities, profits, prospects or condition (financial or otherwise) of the foregoing existing at the date of this AgreementCompany, a material acceleration or worsening thereof; D. There including but not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost limited to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers consents of (i) Morg▇▇ ▇▇▇ranty Trust Company and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.(ii)

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on transactions contemplated by this Agreement are subject to the satisfaction (or waiver by Buyer in writing) of the following conditions as of the time of the Closing: (i) The Fundamental Representations set forth in ARTICLE IV will be true and correct in all respects at and as of the date hereof and at and as of the time of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the (other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the than those representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak that address matters only as of and relate to a specified date, in the accuracy of which case such accuracy shall be measured determined as of such that specified date in all respects) and (ii) all - 19- NYC#: 148660.21 other representations and warranties set forth in ARTICLE IV will be true and correct in all material respects at and as of the date hereof and at and as of the time of the Closing (other than those representations and warranties that address matters only as of a specified date) and , the performance by the Company accuracy of which shall be determined as of that specified date in all respects); (b) Sellers will have performed and complied in all material respects on or before with all of the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant them under this Agreement at or prior to the Closing; (c) No Governmental Order shall be in effect as of the Closing that restrains or prevents the consummation of the transactions contemplated by this Agreement, and there shall not be any Law enacted or deemed applicable to this Agreement on or before that makes consummation of the Closing Date, all of which transactions contemplated by this Agreement illegal; (d) No Action shall be confirmed to Buyer by delivery pending before any Governmental Authority seeking a Governmental Order that would restrain or prevent the consummation of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of transactions contemplated by this Agreement, a material acceleration other than any Action brought or worsening thereoffiled by the Buyer or its Affiliates; D. There not having occurred (e) All filings required by any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred Antitrust Laws in connection with the transactions contemplated by this AgreementAgreement will have been made and the Antitrust Approvals shall have been obtained; F. There (f) No Material Adverse Effect shall have occurred; (g) On or prior to the Closing Date, the Sellers will have delivered to Buyer all of the following (dated as of the Closing Date, except as otherwise indicated): (i) copies of all consents set forth on Schedule 3.2(g)(i), which in the case of consents from the landlords with respect to the Leased Real Property shall include a customary estoppel certificate in form and substance reasonably satisfactory to Buyer (the “Required Consents”); (ii) a release and termination of each Encumbrance on any Purchased Assets which is not a Permitted Encumbrance; (iii) a certificate from the Sellers certifying that each of the conditions set forth in Sections 3.2(a), 3.2(b) and 3.2(f) has been and is satisfied as of the time of the Closing; (iv) a ▇▇▇▇ of sale in the form of Exhibit 3.2(g)(iv) (the “▇▇▇▇ of Sale”) duly executed by Sellers, transferring the tangible personal property included in the Purchased Assets to Buyer and, if reasonably requested by Buyer, each Seller’s signature shall be witnessed and/or notarized; NYC#: 148660.21 (v) with respect to each parcel of Owned Real Property, a limited warranty deed in the form of Exhibit 3.2(g)(v)-1 (each, a “Deed”) duly executed and notarized by the applicable Seller, together with an ALTA title insurance policy (“Title Policy”) for each parcel of Owned Real Property, dated the Closing Date, insuring Buyer’s interest in each such parcel, each in an aggregate amount equal to the amount of the Estimated Purchase Price allocated to such parcel on the Purchase Price Allocation, which shall be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any the form of the transactions contemplated by this Agreementpro-forma title policy attached hereto as Exhibit 3.2(g)(v)-2, having an effective date as of the date and time of recordation of the Deed transferring title to such parcel to Buyer; G. The Company (vi) an assignment and assumption agreement in the form of Exhibit 3.2(g)(vi) (the “Assignment and Assumption Agreement”) duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities and, if reasonably requested by Buyer, each Seller’s signature shall have obtained be witnessed and/or notarized; (vii) with respect to each Lease, an assignment and assumption agreement in the form of Exhibit 3.2(g)(vii) (the “Assignment and Assumption of Leases”) duly executed by Sellers, effecting the assignment to and assumption by Buyer of each Lease and, if reasonably requested by Buyer, each Seller’s signature shall be witnessed and/or notarized; (viii) an assignment and assumption agreement in the form of Exhibit 3.2(g)(viii) (the “Assignment and Assumption of IP”) duly executed by Sellers, effecting the assignment to and assumption by Buyer of the Intellectual Property Assets and the IT Systems and, if reasonably requested by Buyer, each Seller’s signature shall be witnessed and/or notarized; (ix) a transition services agreement in the form of Exhibit 3.2(g)(ix) (the “Transition Services Agreement”) duly executed by Sellers and, if reasonably requested by Buyer, each Seller’s signature shall be witnessed and/or notarized; (x) the Books and Records, which, to the extent located on the Real Property, shall be deemed to be delivered to Buyer; (xi) certificate pursuant to Treasury Regulations Section 1.1445-2(b) from each of Sonoco US and SDI that each of Sonoco US and SDI is not a foreign person within the meaning of Section 1445 of the Code duly executed by Sonoco US and SDI, respectively; (xii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying that attached thereto are true and complete copies of all consents, approvals or waivers from governmental authorities and third persons necessary for resolutions adopted by the board of directors of each Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all without material cost such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; NYC#: 148660.21 (xiii) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of each Seller certifying the names and signatures of the officers of each Seller authorized to sign this Agreement, the other Transaction Documents and the other documents to be delivered hereunder and thereunder; (xiv) a certificate dated as of a date not earlier than the fifth (5th) Business Day prior to the CompanyClosing Date as to the good standing of each Seller; H. (xv) evidence to the reasonable satisfaction of Buyer shall that the Intellectual Property described on Schedule 3.2(g)(xv) has been assigned to a Seller and that all filings to effect such assignments have received been made; and (xvi) such additional documents, certificates, payment, assignments, transfers and other deliveries documents or instruments as it or its legal counsel may Buyer reasonably request requests and as are customary reasonably necessary to effect a closing of the matters herein contemplated; I. Delivery transactions contemplated by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000this Agreement.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of the Buyer under this Agreement are subject to purchase the Securities satisfaction of each of the following conditions on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery (any of which may be waived in writing in whole or in part by the Company of the Debenture, the Conversion Warrant and the other Agreements Buyer): (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the a) All representations and warranties of the Company Seller contained in this Agreement as if made shall be true and correct in all material respects on the date hereof, and shall continue to be true and correct in all material respects on the Closing Date (except for as though such representations and warranties which, by their express terms, speak were made on and as of that date. (b) The Seller shall have performed and relate to a specified datecomplied with all agreements, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company conditions required by this Agreement to be performed or complied with by it pursuant to this Agreement the Seller on or before prior to the Closing Date, all . (c) The Business shall not have been adversely affected in a material manner as a result of which shall be confirmed to Buyer by delivery any transaction or event occurring between the date hereof and the Closing Date. (d) The full-time employees of the certificate Seller listed on Schedule 15 shall have agreed to accept employment with the Buyer on substantially similar terms and for substantially similar compensation as their current employment with the Seller. (e) Evidence satisfactory to the Buyer and its counsel that each employee of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, Seller or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred PDI who will be terminated in connection with the transactions contemplated by this Agreement; F. There shall not be in effect Agreement (each a “Terminated Employee”) will enter into a confidentiality, and non-disclosure and non-solicitation agreement that prohibits such Terminated Employee from disclosing or using any Law, order, ruling, judgment or writ Confidential Information of any court or public or governmental authority restraining, enjoining the Business or otherwise prohibiting any of competing with the transactions contemplated by this Agreement;Business. G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost (f) Evidence satisfactory to the Company; H. Buyer shall have received and its counsel that the Seller has completed the documentation necessary to file a name change amendment for each entity listed on Schedule 17(f), as applicable, with appropriate states to change each corporate name to a name that does not include those names listed on Schedule 17(f) and such additional documents, certificates, payment, assignments, transfers and other deliveries steps as it or its legal counsel may reasonably request and as are customary required to effect a closing of change those corporate names in each other jurisdiction where the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory such entity is qualified to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000do business.

Conditions to Buyer’s Obligations. If any of the following conditions precedent to Buyer’s obligations under this Contract is not satisfied, then Buyer may, at its option, waive such condition, or, as Buyer’s sole and exclusive remedy, terminate this Contract by notice in writing to Seller and receive back the ▇▇▇▇▇▇▇ Money. The Company understands that following shall be conditions precedent to Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon’s obligations hereunder: A. Delivery by the Company (a) Seller shall have complied with all covenants of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee)Seller set forth herein; B. The accuracy on the Closing Date of the (b) All representations and warranties of the Company contained Seller shall be true and correct, in this Agreement all material respects, as if made on of the Closing Date Date; (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified datec) and the performance by the Company in all respects on On or before the Closing Date of all covenants and agreements expiration of the Company required to be performed by it pursuant to this Agreement on or before the Closing DateFeasibility Period, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement the Tenant Estoppels for all Retail Leases. (d) On the Closing Date, there shall be no third party litigation pending or threatened, seeking to enjoin the consummation of Buyer's reasonable out-of-pocket costs the sale and expenses incurred purchase hereunder, to recover title to the Property, or any part thereof or any interest therein, to increase substantially ad valorem taxes theretofore or thereafter assessed against the Land and Improvements or to enjoin the violation of any law, rule, regulation, restrictive covenant or zoning ordinance that may be applicable to the Land, Improvements, or Personal Property; and (e) (i) There must not have been any material adverse change in connection with the transactions contemplated by this Agreement; F. There shall environmental condition of the Property after expiration of the Feasibility Period, (ii) there must not have been any material adverse change in the matters reflected in the Commitment, the UCC Reports, or the Survey after the expiration of the Title Review Period, and (iii) there must not be in effect any Lawencumbrance or title defect affecting the Property, orderor any portion thereof, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees than those described in the amount of $5,000Commitment, the UCC Reports or the Survey, or previously approved by Buyer.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects following conditions on or before the Closing Date (it being understood that the following conditions are included for the exclusive benefit of the Buyer and may be waived, in whole or in part, in writing by the Buyer at any time): (a) The representations and warranties set forth in Article IV hereof shall be true and correct in all material respects (except those which are already subject to materiality in which case they shall be true) at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Seller shall have performed in all material respects all of the covenants and agreements of the Company required to be performed and complied with by it pursuant to under this Agreement on prior to the Closing; (c) Seller shall have assigned to Buyer the agreements and permits specified in Schedule 1.1(c), and any third-party consents required for such assignment shall have been obtained; (d) Seller shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby; (e) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the Assets, or to compel Buyer or any of its subsidiaries to dispose of or to hold separately all or a material portion of the business or assets of Buyer and its subsidiaries, as a result of the transactions contemplated hereby, (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements attached as exhibits hereto (collectively, the "Related Agreements"), or (iv) otherwise relating to and materially adversely affecting the transactions contemplated hereby; (f) There shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby by any federal, state or foreign court, government or governmental authority or agency, which would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 8.1(e) hereof; (g) Seller shall have completed and delivered to Buyer audited balance sheets, as of December 31, 2002 and December 31, 2001, of Seller's business and the audited statements of earnings, shareholders' equity and cash flows of its business for the years ended December 31, 2002 and December 31, 2001, which audited financial statements shall be based upon the information contained in the books and records of Seller and fairly present, in all material respects, the financial condition of its business as of the dates thereof and results of operations for the periods referred to therein, and such audited financial statements shall have been prepared in accordance with general accepted accounting principles, consistently applied throughout the periods indicated, and shall not be materially different than the unaudited balance sheet and statements of earnings, shareholders' equity and cash flows attached as Exhibit E; (h) On the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement all of Buyerthe following: (i) an executed copy of the Bill of Sale and such other instruments of conveyance, ▇▇ansfer, assignment and delivery as Buyer shall have reasonably requested pursuant to Section 3.2 hereof; (ii) an executed copy of the Assignment and Assumption Agreement; (iii) an executed copy of the Escrow Agreement; (iv) an executed copy of the Security Agreement (as defined in Section 11.5); (v) an executed certificate substantially in the form set forth in Exhibit F attached hereto, dated the Closing Date, stating that the conditions precedent set forth in subsections (a), (b), (e) and (f) above have been satisfied; (vi) an executed certificate of the Secretary of the Seller certifying and attaching the constating documents of the Seller, certifying and attaching all requisite resolutions or actions of Seller's reasonable out-of-pocket costs members and expenses incurred in connection with board of managers approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and certifying to the incumbency and signatures of the officers of the Seller executing this Agreement and any other document relating to the transactions; (vii) copies of the third party and governmental consents and approvals referred to in subsections (c) and (d) above; (viii) an executed copy of an Indemnification Agreement from Gerald L. Trooien in the form of Exhibit G; (ix) an executed copy of each of the Related Agreements; (x) if required, completed and duly signed copy of the Private Placement Questionnaire and Undertaking, in the form attached as Schedule "A" to the Subscription Agreement; (xi) physical possession of all assets, to the extent applicable; and (xii) such other certificates, documents and instruments as Buyer reasonably requests related to the transactions contemplated hereby. (i) The Buyer having received shareholder approval of the closing of a US$3,000,000 private placement of units by the Buyer to Gerald Trooien or his nominee pursuant to an agreement dated ▇▇▇ ▇▇▇▇ ▇▇▇▇of between the Buyer and Gerald Trooien (the "Private Placement") and the transactions ▇▇▇▇▇▇▇▇▇▇▇▇ in this Agreement; F. There shall not be (j) Receipt by the Buyer of a fairness opinion from its financial advisor, Agile Equity LLC, that the transaction contemplated in effect any Law, order, ruling, judgment or writ this Agreement is fair from a financial point of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any view to the shareholders of the transactions Buyer and such fairness opinion not having been withdrawn; (k) Receipt by the Buyer of approval of the Toronto Stock Exchange to the transaction contemplated by this herein and to the issuance of the units under the Subscription Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities (l) Execution of employment and third persons necessary for assignment of inventions and intellectual property agreements between the execution, delivery Buyer and performance employees of the Documents and Seller who are selected by the transactions contemplated therebyBuyer, all without material cost on terms satisfactory to the Company;Buyer at its sole discretion; and H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it (m) a certificate of good standing (or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery equivalent) issued by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000applicable corporate regulatory authority.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation ’s obligations to purchase effect the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) All of the representations and warranties of the Company contained Seller set forth in this Agreement shall (i) if qualified by materiality, be true and correct in all respects or (ii) if not qualified by materiality, be true and correct in all material respects, in each case, as if all of such representations and warranties were made on at the Closing Date (except for provided, however, that to the extent such representations and warranties which, by their express terms, speak as of and expressly relate to a specified an earlier date, in which case such accuracy representations and warranties qualified as to materiality shall be measured true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such specified earlier date); (b) Seller shall have performed and the performance by the Company complied in all material respects on or before the Closing Date with all of all covenants its obligations and agreements of the Company required to be performed by it pursuant prior to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by Date under this Agreement; F. There shall not be in effect any Law, (c) No temporary restraining order, ruling, judgment preliminary or writ of permanent injunction or other order issued by any court of competent jurisdiction or public other legal restraint or governmental authority restraining, enjoining or otherwise prohibiting any prohibition preventing the consummation of the transactions contemplated by this Agreement; G. The Company Agreement shall have obtained all consentsbe in effect, approvals nor shall any proceeding by any bank regulatory authority or waivers from governmental authorities and third persons necessary for the execution, delivery and performance other Governmental Entity seeking any of the Documents and foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the transactions contemplated thereby, all without material cost to by this Agreement which makes the Companyconsummation of such transactions illegal; H. (d) All necessary Regulatory Approvals, Consents listed on Schedule 2.7(a)(xvii), authorizations and other approvals required for consummation of the transactions contemplated by this Agreement shall have been obtained, and all waiting periods required by law shall have expired; (e) Buyer shall have received such additional documentsall documents required to be received from Seller on or prior to the Closing Date, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel all in form and substance reasonably satisfactory to Buyer; and J. Reimbursement of Buyer's legal fees (f) Seller will be a “well capitalized” institution pursuant to Federal banking regulations, as determined by Seller in good faith and in consultation with Buyer on a pro forma basis after giving effect to the amount of $5,000Acquisition.

Conditions to Buyer’s Obligations. The Company understands that obligation of Buyer to consummate the transactions contemplated by this Agreement, is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions (any of which, in Buyer's obligation ’s absolute and sole discretion, may be waived in writing in whole or in part without impairing or affecting any right of indemnification or to purchase equitable relief under this Agreement except as provided herein): 1. The representations and warranties set forth in III and IV shall be true and correct at and as of the Securities on date of this Agreement and as of the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the as though then made (other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the than those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates), except where the failure of such representations and warranties to be so true and correct has not had, individually or in the aggregate, a material adverse effect on (i) the assets, business, financial condition or results of operations of the Company contained in this Agreement and its Subsidiaries, taken as if made on a whole or (ii) the Closing Date (except for representations and warranties which, by their express terms, speak as ability of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) Sellers and the performance by Company to consummate the transactions contemplated hereby; 2. The Company and Sellers shall have performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to them under this Agreement on at or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at 3. Since the date of this Agreement, a material acceleration or worsening thereofno Material Adverse Change shall have occurred and be continuing; D. There not having occurred 4. No action, suit or proceeding shall be pending against Buyer, Sellers or the Company, at law or in equity, by any event federal, state, municipal or developmentother governmental department, and there being commission, board, bureau or agency, domestic or foreign, seeking to enjoin, or adversely affecting (other than in existence no conditionan immaterial manner), having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement;; and F. There 5. At the Closing, the Company or the Seller Representative, on behalf of Sellers, shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any have delivered to Buyer a certificate of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for in the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may form reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer, dated as of the Closing Date, stating that the preconditions specified in Sections II.B.1, II.B.2 and II.B.4, as they relate to the Company and the Sellers, have been satisfied. J. Reimbursement of Buyer's legal fees 6. All agreements and other arrangements, whether oral or written, with Related Persons which are disclosed pursuant to Section IV.P shall be terminated on or prior to the Closing, except to the extent the continuation thereof is specifically consented to by Buyer in the amount of $5,000writing.

Conditions to Buyer’s Obligations. The Company understands that obligation of Buyer to purchase and pay for the Securities is subject to the satisfaction at the time of the Closing referred to in Section 1.03 hereof of the following conditions (any or all of which may be waived by Buyer in Buyer's obligation to sole discretion): (a) No preliminary or permanent injunction or other order of any court of competent jurisdiction preventing the purchase by Buyer of the Securities on shall be in effect. (b) Subject to Section 7.01(b) hereof, the Closing Date pursuant to representations and warranties of the Selling Shareholders and the Principal Managers made in this Agreement is conditioned upon: A. Delivery by the Company shall be true and correct as of the Debenturedate of this Agreement and as of the time of Closing as though made as of such time; PROVIDED, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date HOWEVER, that breaches of the representations and warranties of the Principal Managers contained in Section 4.01(g) through (nn) shall not cause the condition to closing set forth in this Section 3.01(b) to be deemed unsatisfied unless and until the aggregate amount of such breaches, to the extent quantifiable, exceed the Adjusted Basket Amount. Holdings, the Company and the Selling Shareholders shall have performed in all material respects each and every covenant contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant them by the time of the Closing. The Selling Shareholders Representative shall have delivered to this Agreement on or before Buyer a certificate dated the Closing DateDate confirming, all to the best of which his knowledge, the foregoing (but only with respect to (i) those portions of subsections (b), (c) and (d) of Section 4.01 hereof that relate directly to the Selling Shareholders, (ii) subsections (e) and (gg)(i) of Section 4.01 hereof and (iii) those covenants to be performed by one or more of the Selling Shareholders). The Selling Shareholders Representative shall be confirmed have also delivered to Buyer a certificate dated the Closing Date and signed by delivery of the certificate each of the chief executive officer, president and chief financial officer of the Company confirming the foregoing (but only with respect to that effect; C. There not having occurred (i) any general suspension subsection (a) of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetSection 4.01 hereof, (ii) the declaration remaining portions of a banking moratorium or any suspension subsections (b), (c) and (d) of payments in respect of banks in the United StatesSection 4.01 hereof, (iii) subsections (f) through (nn) of Section 4.01 hereof (other than Section 4.01(gg)(i) hereof) and (iv) those covenants to be performed by Holdings, the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or Company and/or any of its territories, protectorates or possessions or Subsidiaries. (ivc) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documentsfrom each of Messrs. Vituli and ▇▇▇▇▇▇▇▇▇ a duly executed counterpart of his respective Amended and Restated Employment Agreement, certificates, payment, assignments, transfers and other deliveries dated as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;Closing Date, substantially in the form of Exhibits B-1 and B-2, respectively, hereto (PROVIDED, HOWEVER, that the Condition to Closing set forth in this Section 3.01(c) shall not be deemed unsatisfied if either ▇▇. ▇▇▇▇▇▇ or ▇▇. ▇▇▇▇▇▇▇▇▇, but not both, is unable to enter into his respective Amended and Restated Employment Agreement due to death or disability). I. Delivery by (d) Burger King Corporation shall have consented in writing to this Agreement and the Company of an enforceability opinion from its outside counsel Deferred Securities Purchase Agreement, and to the transactions contemplated hereby and thereby, which consent shall be in form and substance satisfactory to Buyer. J. Reimbursement (e) Subject to Section 7.01(b) hereof, the Company shall not have suffered any material adverse change in its business, assets, condition (financial or otherwise), results of operations, prospects or earnings since September 30, 1995. (f) Buyer shall have received an opinion, dated the Closing Date and addressed to Buyer's legal fees , of ▇▇▇▇ Marks & ▇▇▇▇▇ LLP, counsel to Holdings, the Company and the Selling Shareholders, substantially in the amount form of $5,000Exhibit E hereto. (g) Any waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") applicable to the purchase by Buyer, and the sale by the Selling Shareholders, of the Shares shall have expired or been terminated.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements one or more certificates (I/N/O Buyer) evidencing the Securities to be purchased by Buyer or I/N/O Buyer's nominee)pursuant to this Agreement; B. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all material respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to counsel for Astor Capital, Inc., as agent for the Buyer. D. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetOTC:BB, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof;. D. E. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could would have a Material Adverse Effect;. E. F. The Company shall have delivered authorized the Escrow Agent in the Release Notice annexed to Buyer reimbursement the Escrow Instructions to pay out of Buyer's reasonable the Gross Proceeds Buyers' out-of-pocket costs and expenses (not to exceed $10,000) incurred in connection with the transactions contemplated by this Agreement;the Preferred Stock and the Agreement (including the fees and disbursements of legal counsel). F. G. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated;. I. Delivery by of Irrevocable Instructions to the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Transfer Agent.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective; B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetAmex, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses expenses, whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel), of $50,000; F. H. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. I. Delivery by the Company of irrevocable instructions to the Company's transfer agent to reserve 1,000,000 shares of Common Stock for issuance of the Conversion Shares and the Warrant Shares; J. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company;; and H. K. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries delivers, as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation ’s obligations to effect the purchase the Securities on the Closing Date pursuant to and assumption transaction contemplated by this Agreement is conditioned upon: A. Delivery shall be subject to the satisfaction (or waiver by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer Buyer) prior to or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the following conditions: (a) The representations and warranties of the Company contained made by Seller in this Agreement shall be true in all material respects on and as if made on of the Closing Date (except for with the same effect as though such representations and warranties which, by their express terms, speak had been made or given on and as of the Closing Date; (b) Seller shall have performed and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company complied in all material respects on or before the Closing Date with all of all covenants its obligations and agreements of the Company required to be performed prior to the Closing Date under this Agreement; (c) No temporary restraining order, preliminary or permanent injunction or other order issued by it pursuant to any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the purchase and assumption transaction contemplated by this Agreement shall be in effect, nor shall any proceeding by any bank regulatory authority or other governmental agency seeking any of the foregoing be pending. There shall not be any action taken, or any statute, rule, regulation or order enacted, entered, enforced or deemed applicable to the purchase and assumption transaction contemplated by this Agreement which makes the consummation of such transaction illegal; (d) All necessary regulatory approvals, consents, authorizations and other approvals required by law for consummation of the purchase and assumption transaction contemplated by this Agreement shall have been obtained in a manner and form reasonably satisfactory to Buyer, and all waiting periods required by law shall have expired; (e) Buyer shall have received all documents required to be received from Seller on or before prior to the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance reasonably satisfactory to Buyer; and J. Reimbursement (f) Buyer shall have accepted the status of Buyer's legal fees title as reflected in the commitments for title insurance or title opinions (as such commitments or opinions may have been modified) delivered by Seller pursuant to Section 5.04 hereof. (g) Buyer shall have obtained financing prior to Closing consisting of securing debt equity from a bank stock loan or a trust preferred issue; and obtaining funds from a common stock offering contemplated as a Regulation D, Rule 506 Offering at the Federal Securities and Exchange Commission level and related State Blue Sky regulatory applications/approval from the State Securities and Exchange Commission level[s], all in an aggregate amount sufficient to capitalize the new bank and pay the $15,250,000 premium due Seller. Buyer will file the Securities filings within thirty (30) business days after the filing of $5,000the applications to the bank regulatory agencies. These funding vehicles may be originated in a bank holding company (BHC) entity initially under a conventional BHC formation and approval process with the BHC then injecting the necessary capital into the underlying subsidiary bank which is the Bank entity contemplated as completing this Branch Purchase and Assumption transaction.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation In addition to purchase the Securities on conditions set forth in Section 7.3, the obligations of Buyer to effect the Closing Date pursuant shall be subject to this Agreement is conditioned uponthe following conditions, any one or more of which may be waived in writing by Buyer: A. Delivery by the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. a) The accuracy on the Closing Date of the representations and warranties of the Company contained Seller set forth in this Agreement shall be true and correct in all material respects (except that representations and warranties qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as if made on of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date) as of the Closing Date (except for representations as though made on and warranties which, by their express terms, speak as of the Closing Date; (b) Seller shall (and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by cause the Company to) have performed and complied in all material respects on or before the Closing Date of with all covenants agreements, covenants, obligations and agreements of the Company conditions required by this Agreement to be performed or complied with by it pursuant to this Agreement Seller or the Company, as the case may be, on or before prior to the Closing Date; (c) The aggregate principal amount outstanding under the XFS Promissory Notes shall have been repaid in full and the XFS Promissory Notes shall have been canceled; (d) Seller shall have caused all appropriate stock transfer tax stamps to be affixed to the certificate or certificates representing the Shares; (e) Article XIII of the Ridge Re Agreement shall be amended through the entering into of the Ridge Re Amendment (and such amendment shall have the effect of eliminating any profit commission payment upon the expiration of the term of such agreement and any commutation payment upon the commutation of such agreement); (f) On or prior to the Closing Date, all the General Services Agreements between Seller and each of which the Insurance Subsidiaries, each dated January 1, 1993, as amended, shall have been terminated; (g) Seller or Parent shall have paid (or caused an Affiliate of Seller or Parent to pay) to Industrial Indemnity Company in respect of the interest of Industrial Indemnity Company in the ground lease agreement among Xerox, Industrial Indemnity Company and certain other subsidiaries of Seller or the lease agreement among Parent, Industrial Indemnity Company and such other subsidiaries, each dated as of December 1, 1985 and each relating to approximately six acres of land in Loudoun County, Virginia and a training facility thereon or its fee interest in such facility (the "Leesburg Training Facility"), an amount equal to the statutory carrying value of Industrial Indemnity Company's interest in the Leesburg Training Facility at the time of such payment, and in consideration for such payment, Industrial Indemnity Company shall have transferred to Parent or an Affiliate of Parent any interests Industrial Indemnity Company has in the Leesburg Training Facility at the time of such payment by Seller or Parent. Upon any transfer of the Leesburg Training Facility in accordance with this Section 7.1(g), Industrial Indemnity Company shall have no further rights or obligations relating to the Leesburg Training Facility; (h) Seller shall have caused to be delivered to Buyer the Guarantee, duly executed on behalf of Parent, and such Guarantee shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that in full force and effect; C. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company Seller shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred made the capital contribution described in connection with the transactions contemplated by this Agreement;Section 6.18; and F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. (j) Buyer shall have received such additional documentsopinions, certificatesaddressed to it and dated the Closing Date, paymentfrom the General Counsel of Seller and LeBoeuf, assignmentsLamb, transfers and other deliveries as it or its legal ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees Seller, substantially in the amount forms of $5,000Exhibits D and E, respectively.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation obligations of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by are subject to the Company of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer satisfaction on or I/N/O Buyer's nominee); B. The accuracy on prior to the Closing Date of each of the following conditions (any or all of which may be waived by Buyer): (a) Seller shall have performed or complied with, in all material respects, all of its obligations under this Agreement to be performed or complied with on or prior to the Closing Date, and Buyer shall have received a certificate of an authorized officer of Seller, dated as of the Closing Date, to such effect. (b) All of Seller's representations and warranties of the Company contained in this Agreement shall be accurate in all material respects as of the Closing Date as if made on the Closing Date (except for representations Date, and warranties whichBuyer shall have received a certificate from Seller, by their express terms, speak dated as of the Closing Date and relate executed by an authorized officer of Seller, to such effect; (c) IGL and Seller (or its Affiliates) shall have entered into Prior Business Reinsurance Agreements for the assumption reinsurance of the Prior Business, each in the form of the Exhibit 8.3(c); (d) IGL and ▇▇▇▇▇▇▇ Services, Inc., an Affiliate of Seller, shall have entered into an administrative services agreement in the form of Exhibit 8.3(d) for the servicing of the Prior Business. (e) Buyer shall have received from ▇▇▇▇▇▇▇ & ▇▇▇▇ ▇.▇., counsel to Seller, an opinion dated as of the Closing Date in the form of Exhibit 8.3(e); (f) At the Closing, Seller shall have delivered to Buyer: (i) stock certificates representing the Shares, accompanied by stock power(s) duly executed in blank; (ii) a specified datecertificate of the California Department of Insurance dated not earlier than the date of the 10th day preceding the earlier of (A) the Closing Date and (B) April 30, 1998, to the effect that IGL is a corporation validly existing and in which case such accuracy shall be measured good standing and/or in compliance (as applicable) under the laws of California as of such specified date; (iii) and a copy of the performance Articles of Incorporation of IGL, as amended, certified by the Company in all respects on or before California Department of Insurance as of a date not earlier than 30 days prior to the earlier of (A) the Closing Date and (B) April 30, 1998; (iv) the stock books, stock ledgers, minute books, corporate seals and all other books and records of all covenants IGL in the possession of Seller and agreements IGL; (v) resignations, effective as of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, of all of which shall be confirmed to Buyer by delivery the directors and officers of IGL; (vi) all of IGL's Insurance Licenses; (vii) evidence of the regulatory approvals required by Section 8.1(c); (viii) a certificate of Seller's jurisdiction of incorporation dated not earlier than the chief executive officer 10th day preceding the earlier of (A) the Company Closing Date and (B) April 30, 1998, to the effect that effectSeller is a corporation validly existing and in good standing and/or compliance (as applicable) under the laws of such jurisdiction as of such date; C. There not having occurred (iix) any general suspension a certificate of trading inSeller's Secretary or Assistant Secretary attaching duly enacted resolutions of Seller's Board of Directors and, or limitation on prices listed forif required by law, Seller's shareholders with respect to the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date approval of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, Agreement and there being in existence no condition, having or which reasonably the performance and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated consummation by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any Seller of the transactions contemplated by hereby and the authorization of the officers of Seller to sign and deliver this Agreement, which resolutions shall continue to be in force as of the Closing Date; G. The Company shall have obtained (x) certificates of Compliance with respect to IGL from the Insurance Department of each state (other than California) in which IGL holds a License, dated as of a date no earlier than 30 days prior to (A) the Closing Date and (B) April 30, 1998; and (xi) all consents, approvals or waivers from governmental authorities other documents and third persons necessary for the execution, delivery and performance of the Documents and the transactions contemplated thereby, all without material cost instruments required to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary be delivered by Seller pursuant to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000this agreement.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective; B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured determined as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses whether or not accounted for or incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel); F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement;; and G. The Company shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance I. Delivery of the Documents and the transactions contemplated thereby, all without material cost irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 1,250,000 shares of Common Stock for issuance of the matters herein contemplated; I. Delivery by Conversion Shares and the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned upon: A. Delivery by subject to the Company satisfaction of the Debenture, the Conversion Warrant and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement following conditions on or before the Closing Date: (1) The representations and warranties set forth in Section 4 hereof shall be true and correct in all material respects at and as of the Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (2) Seller shall have performed in all material respects all of which shall the covenants and agreements required to be confirmed performed and complied with by it under this Agreement prior to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. (3) Seller shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby. (4) The applicable waiting periods under the HSR Act shall have expired or been terminated; (5) There shall not having occurred be threatened, instituted or pending any Proceeding (i) any general suspension of trading inchallenging or seeking to make illegal, or limitation on prices listed forto delay or otherwise directly or indirectly restrain or prohibit, the Common Stock on consummation of the OTCBB/Pink Sheettransactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Buyer of all or a material portion of the declaration of a banking moratorium Assets, or to compel Buyer or any suspension of payments in respect its Subsidiaries to dispose of banks in or to hold separately all or a material portion of the United Statesbusiness or assets of Buyer and its Subsidiaries, as a result of the transactions contemplated hereby, (iii) the commencement seeking to invalidate or render unenforceable any material provision of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States this Agreement or any of its territories, protectorates or possessions the other agreements attached as exhibits hereto or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, otherwise relating to and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with materially adversely affecting the transactions contemplated by this Agreementhereby; F. (6) There shall not be in effect any Lawaction taken, orderor any Law or Judgment enacted, rulingentered, judgment enforced, promulgated, issued or writ of deemed applicable to the transactions contemplated hereby by any court federal, state or public foreign court, government or governmental authority restrainingor agency, enjoining which would reasonably be expected to result, directly or otherwise prohibiting indirectly, in any of the transactions contemplated consequences referred to in Section 7.1(5) hereof; and (7) The Licensing Agent Agreement dated as of May 25, 2005 by this Agreement; G. The Company and between Ingroup Licensing, Inc. (“Ingroup”) and ▇▇▇▇ (USA) LLC shall be terminated in full with no further amounts payable thereunder and Ingroup shall have obtained all consents, approvals or waivers from governmental authorities and third persons necessary for the execution, delivery and performance executed a release of the Documents and the transactions contemplated thereby, all without material cost to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees claims thereunder in the amount favor of $5,000Buyer and IP Holdings.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation of Buyer to purchase consummate the Securities on the Closing Date pursuant to transactions contemplated by this Agreement is conditioned uponsubject to the satisfaction of the following conditions on or prior to the Closing Date: A. Delivery by the Company (a) The representations and warranties in Article V hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of the Debenture, the Conversion Warrant Closing and the other Agreements (I/N/O Buyer or I/N/O Buyer's nominee); B. The accuracy on the Closing Date of the representations and warranties contained in Article V hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Company contained in this Agreement as if made on the Closing Date (except for representations Closing, and warranties which, by their express terms, speak as each of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) Sellers and the performance by the Company Companies shall have performed in all material respects on or before all of the Closing Date of all covenants and agreements of the Company agree ments required to be performed by it pursuant Sellers and the Companies hereunder prior to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effectClosing; C. There not having occurred (b) Sellers and the Companies shall have received or obtained all third-party consents, authorizations, waivers and approvals that are necessary (i) any general suspension for the consummation of trading inthe transactions contemplated hereby, or limitation (ii) to prevent a breach of or default under, or a termination, modification or acceleration of, any instrument, contract, lease, license or other agreement identified on prices listed forthe attached RESTRICTIONS SCHEDULE (collectively, the Common Stock "THIRD-PARTY APPROVALS"), in each case on terms reasonably satisfactory to Buyer; (c) Buyer and the OTCBB/Pink SheetCompanies shall have received or obtained all governmental and regulatory consents, novations, approvals, licenses and authorizations that are necessary (i) for the consummation of the transactions contemplated hereby, or (ii) for Buyer to own the Shares and to operate the businesses of and control the Companies following the Closing (including any required approvals from the State of New York), in each case on terms and conditions reasonably satisfactory to Buyer, and all applicable waiting periods under the HSR Act shall have expired or been terminated (collectively, the "GOVERNMENTAL APPROVALS"); (d) No suit, action or other proceeding shall be pending or threatened before any court or governmental or regulatory official, body or authority or any arbitrator wherein an unfavorable injunction, judgment, order, decree, ruling or charge would (i) prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, or declare unlawful any of the transactions contemplated hereby, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. The Company shall have delivered to Buyer reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this Agreement; F. There shall not be in effect any Law, order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting cause any of the transactions contemplated by this AgreementAgreement to be rescinded following consummation, (iii) affect adversely the right of Buyer to own the Shares or operate the businesses of or control the Companies, or (iv) affect adversely the right of the Companies to own their respective assets or control their respective businesses, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; G. (e) Since September 30, 1999, there shall have been no material adverse change or development or the discovery of an event or occurrence which could be expected to have a material adverse change or development in the business, financial condition, value, operating results, assets, liabilities, operations, business prospects, cash flow, net worth or customer, supplier or employee relations of the Companies taken as a whole (as determined by Buyer in its sole discretion); (f) Sellers shall have delivered to the Companies all property owned by the Companies that is currently used by any persons who are not full-time employees of the Companies; (g) The Company Companies shall have obtained and delivered to Buyer a letter of consent and estoppel and/or a landlord lien waiver agreement from each lessor of Leased Realty and the Real Estate Leases in form and substance reasonably satisfactory to Buyer and Buyer's lender and their special counsel; (h) The respective employment arrangements between any Company and each of the Sellers shall have been terminated. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have entered into an agreement for employment with the Companies in form substantially the same as that attached hereto as EXHIBIT A-1 and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have entered into an agreement for employment with the Companies in form substantially the same as that attached hereto as EXHIBIT A-2 (the "EMPLOYMENT AGREEMENTS"), and all consentsof such agreements shall be in full force and effect at the Closing; (i) Each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ shall have entered into an executive stock purchase agreement with ▇▇▇▇.▇▇▇ providing for the purchase, approvals in the aggregate, of $7,000,000 of capital stock of ▇▇▇▇.▇▇▇, each in form substantially the same as that attached hereto as EXHIBIT B-1 (the "▇▇▇▇▇ PURCHASE AGREEMENTS"), and each of such agreements shall be in full force and effect at the Closing; (j) Each of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have entered into an executive stock purchase agreement with ▇▇▇▇.▇▇▇ providing for the purchase, in the aggregate, of $2,000,000 of capital stock of ▇▇▇▇.▇▇▇, each in form substantially the same as that attached hereto as EXHIBIT B-2 (together with the ▇▇▇▇▇ Purchase Agreements, the "EXECUTIVE PURCHASE AGREEMENTS"), and each of such agreements shall be in full force and effect at the Closing; (k) Each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have entered into the Amended and Restated Stockholders Agreement, dated as of June 12, 2000, among ▇▇▇▇.▇▇▇ and the stockholders of ▇▇▇▇.▇▇▇ attached hereto as EXHIBIT C (the "STOCKHOLDERS AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (l) Each of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall have entered into the Amended and Restated Registration Agreement, dated as of June 12, 2000, among ▇▇▇▇.▇▇▇ and the stockholders of ▇▇▇▇.▇▇▇ attached hereto as EXHIBIT D (the "REGISTRATION AGREEMENT"), and such agreement shall be in full force and effect at the Closing; (m) One of the Companies shall have entered into agreements for the lease of (i) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ with F&M Properties LLC, (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ with F&M Properties LLC and (iii) ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ with F.M.P. Holding Corp., each in form substantially the same as that attached hereto as EXHIBIT E (the "REAL ESTATE LEASES"), and the Real Estate Leases shall be in full force and effect at the Closing; (n) Buyer shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, counsel for Sellers and the Companies, an opinion with respect to the matters set forth in EXHIBIT F attached hereto, which shall be addressed to Buyer and Buyer's lenders, dated as of the Closing Date, and in form and substance reasonably satisfactory to Buyer and Buyer's lenders; (o) Buyer shall have received evidence (in form and substance satisfactory to Buyer) that the Companies' and Sellers' legal counsel, investment bankers and other agents and representatives have been paid in full and that the Companies have no liability to any of their or waivers Sellers' legal counsel, investment bankers, agents or representatives; (p) The Companies shall have obtained releases of all Liens (other than any Permitted Liens) relating to the assets and properties of the Companies and the Companies shall have obtained and delivered to Buyer and Buyer's lenders payoff letters with respect to all Indebtedness for borrowed money outstanding as of the Closing (in each case on terms and conditions satisfactory to Buyer); (q) Sellers and the Companies shall have delivered to Buyer copies of the Companies' interim monthly and year-to-date financial statements; (r) The Companies' and their Subsidiaries' aggregate Indebtedness shall not exceed $13,000,000; (s) The Companies' auditors, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ shall have consented to the use of their audited financial statements of the Companies and their Subsidiaries as of and for the periods ending September 30, 1999, September 30, 1998 and September 30, 1997 by ▇▇▇▇.▇▇▇ in any filing made by ▇▇▇▇.▇▇▇ with the Securities and Exchange Commission; and (t) Sellers shall have delivered to Buyer (i) a certificate signed by each of the Companies, dated the Closing Date, stating that the conditions specified in subsections (a) through (s) above (other than subsection (n) above) have been satisfied as of the Closing; (ii) a certificate from governmental authorities Sellers and third persons necessary for the Companies indicating their good faith and best estimates of (A) the Closing Indebtedness (B) the Income Tax Payable and (C) the Excess Distributions; (iii) copies of all Third-Party Approvals and Governmental Approvals; (iv) certified copies of the resolutions of the Companies' board of directors authorizing the execution, delivery and performance of this Agreement and the Documents other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (v) the resignations, all without material cost effective as of the Closing, of each director of each Company; (vi) good standing certificates for each of the Companies from their respective jurisdictions of incorporation and each jurisdiction in which such Company is qualified to do business as a foreign corporation, in each case dated as of a recent date prior to the Company; H. Closing Date; (vii) elections under Code Section 338(h)(10) for each of the S Corps on Form 8023 (and any corresponding state or local income tax elections), in accordance with its instructions and the Temporary Regulations under Code Section 338(h)(10) (such elections shall be left blank so as to allow for the allocation of the Purchase Price in accordance with Section 8.10(d)(iv) hereof), and executed by each Seller; and (viii) such other documents or instruments as are required to be delivered by Sellers or the Companies at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby. All proceedings to be taken by Sellers and the Companies in connection with the consummation of the transactions contemplated hereby and all certificates, opinions, instruments and other documents required to effect the transactions contemplated hereby reasonably requested by Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may be reasonably request and as are customary to effect a closing of the matters herein contemplated; I. Delivery by the Company of an enforceability opinion from its outside counsel satisfactory in form and substance satisfactory to Buyer and its special counsel. Any condition specified in this Section 3.1 may be waived by Buyer if such waiver is set forth in a writing duly executed by Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000.

Conditions to Buyer’s Obligations. The Company understands that Buyer's obligation to purchase the Securities on the Closing Date pursuant to this Agreement is conditioned upon: A. Delivery by the Company to Buyer of evidence that the Debenture, Certificate of Designation has been filed and is effective. B. Delivery by the Conversion Warrant and Company to the other Agreements Escrow Agent of one or more certificates (I/N/O Buyer or I/N/O Buyer's nominee)) evidencing the Securities to be purchased by Buyer pursuant to this Agreement; B. C. The accuracy in all respects on the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on the Closing Date (except for representations and warranties which, by their express terms, speak as of and relate to a specified date, in which case such accuracy shall be measured as of such specified date) and the performance by the Company in all respects on or before the Closing Date of all covenants and agreements of the Company required to be performed by it pursuant to this Agreement on or before the Closing Date, all of which shall be confirmed to Buyer by delivery of the certificate of the chief executive officer of the Company to that effect; C. D. Buyer having received an opinion of counsel for the Company, dated the Closing Date, in form, scope and substance reasonably satisfactory to the Buyer as to the matters set forth in Annex A; E. There not having occurred (i) any general suspension of trading in, or limitation on prices listed for, the Common Stock on the OTCBB/Pink SheetNasdaq, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (iii) the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories, protectorates or possessions possessions, or (iv) in the case of the foregoing existing at the date of this Agreement, a material acceleration or worsening thereof; D. F. There not having occurred any event or development, and there being in existence no condition, having or which reasonably and foreseeably could have a Material Adverse Effect; E. G. The Company shall have delivered to Buyer (as provided in the Escrow Instructions) reimbursement of Buyer's reasonable out-of-pocket costs and expenses incurred in connection with the transactions contemplated by this AgreementAgreement (including the fees and disbursements of Buyer's legal counsel) of $45,000; F. H. There shall not be in effect any Law, Law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement; G. I. Delivery to the Buyer of a letter agreement signed by CIBC WMV, Inc. ("CIBC") and Technology Funding Venture Partners III ("Tech Funding") whereby CIBC and Tech Funding agree not to sell their holdings of the Company's Common Stock or other securities prior to the date on which the Company releases its first quarter earnings results for the quarter ended March 31, 2000; J. Delivery to the Buyer of an agreement signed by the Company giving the Buyer the option to force the Company to redeem the Shares purchased by the Buyer, in cash, at the Optional Redemption Price, as defined in Section 6.6 of the Certificate of Designation, in the event that, any time after December 14, 1999, the Company's Common Stock has been delisted from Nasdaq and is not traded on either the Nasdaq National Market or the Nasdaq SmallCap Market; K. The Company shall have obtained all consentsconsummated the sale of (a) 2,000 shares of the Company's Series E 8% Convertible Preferred Stock, approvals or waivers from governmental authorities par value $.001 per share, and third persons necessary common stock purchase warrants to CIBC for the executionpurchase price of $2,000,000, delivery and performance (b) 1,000 shares of the Documents Company's Series E 8% Convertible Preferred Stock, par value $.001 per share, and common stock purchase warrants to Tech Funding for the transactions contemplated therebypurchase price of $1,000,000; L. The Company shall have paid to Willow Bay Associates, all without material cost LLC ("Willow Bay") the amount specified in paragraph 1 of the letter agreement, dated June 30, 1999, between the Company and Willow Bay; and M. Delivery of irrevocable instructions to the Company; H. Buyer shall have received such additional documents, certificates, payment, assignments, transfers and other deliveries as it or its legal counsel may reasonably request and as are customary 's transfer agent to effect a closing reserve 1,555,000 shares of Common Stock for issuance of the matters herein contemplated; I. Delivery by Conversion Shares and the Company of an enforceability opinion from its outside counsel in form and substance satisfactory to Buyer J. Reimbursement of Buyer's legal fees in the amount of $5,000Warrant Shares.